The League of Extraordinary Ponies
by Infinite Carnage
Summary: After several attacks on Equestria, faith in the monarchy has fallen to an all-time low. On top of that, an ancient enemy threatens to not only destroy the country, but the entire planet as well. Now, the powerful, the odd and the downright bizarre are called together to prevent a catastrophe. As long as they don't kill each other first. Loosely based on Alan Moore's concept.
1. Prologue - The Grand Old Duke of York

**This story was originally uploaded on . Although this has many connections to other established games, films and books, there is no crossover section for more than two universes so I have uploaded it here since it all takes place in the FIM universe between the end of season 2 and the begging of season 3. I sincerely hope you enjoy, and if you didn't, let me know why. This story will be updated daily until chapter 7, then updates will be sporadic.**

_"Beginnings are always messy."_

_- John Galsworthy_

Prologue - The Grand Old Duke of York

_Oh, the grand old Duke of York,_  
_He had ten thousand mares;_  
_He marched them up to the top of the hill,_  
_And he marched them down again._

_And when they were up, they were up,_  
_And when they were down, they were down,_  
_And when they were only half-way up,_  
_They were neither up nor down._

This nursery rhyme was my earliest childhood memory. I can't recount the amount of times that song has popped into my head. Some would probably say more than any sane pony should have, although I'm not sure If I'd say I am a sane pony. There has always been a small tingling in the back of my head, like a little whisper telling me what to do. A basic primal need for blood like any predator would have. That nursery rhyme you read above was sung to me by my mother. I would do anything for her. I'd kill for her, give my life for her. She's my mother, and she's perfect. The leader we deserve.

Don't get me wrong. Some of the things my mother has done in the past have been questionable at best, but she was forced into it by Scorching Sun. Scorching Sun is the bane of Equestria and one day she will meet her end. Hopefully, if all goes well, it will be today. All of Equestria could be liberated soon and they will all dance and bathe in the starshine and moonlight of my mother's beautiful sky. Sadly, if Scorching Sun is defeated today, it appears I will not be able to witness it.

The scientists were guiding me to the machine which would become my home for an indefinite period, which meant until my mother felt that I was safe. I was not afraid. I'd spent most of my life near odd machines. I will be blunt. I was not created through the methods of natural birth. I have one purpose, and that purpose is to kill Princess Celestia. My mother's intentions were to create a mere soldier, one that could reach her potential. What better method than a near genetic clone? But now I'm hiding. My mother's incessant worrying had prevented me from ever meeting the evil monarch on the field of battle.

The Solar Ponies found our base, and now I was being forced into this stasis coffin (as I understand it to be) to keep me hidden from the Solar Ponies until I was needed again. I was told that it wouldn't be long before I saw the dark night sky again. My mother told me it was a formality, as she would surely triumph in the fight against her sister. This war had raged for 50 years. The entirety of my 20 year life was spent on the front lines, but at that time I had to hide like a coward because my mother was worried. How degrading. I don't imagine that many soldiers came to work with sick notes because their mothers were worried.

I was being strapped in, but it took a while due to my wings having their own slots. I was born a pegasus, which was a surprise to many as I was meant to be an alicorn, but I suppose you can't win them all. They believed that I would bypass having to go through the Alicorn test because of how close, genetically wise, I was to mother. Despite this, I was as strong as 5 Earth ponies and had a strong immunity to magic. I remember the look on the face of one Solar Pony as he wailed on me with his strongest magic, but I didn't even flinch. He kept that look as I removed his head from his neck. Good times, Solar scum. Once that was done, the scientist looked over my life signs. One of them asked me to show off my electricity, and I did what I was told. Lightning crackled off my hoof. I suppose the irony of being born with an electric blue coat shouldn't have been lost on me. The scientist seemed satisfied, and then checked my teeth. I opened wide so he could check if they were as sharp as ever. He placed a piece of metal inside my mouth and I bit through it with a single bite. Finally, he wanted me draw my blades. Quick as a flash, two dark blue blades shot out from the side of my forelegs. I grunted in pain as the blue blades shot through my skin and out through my coat. They were curved like moons, and like my teeth they were sharp enough to get through armour. In short, I was the ultimate killing machine.

The scientist was happy enough to continue setting the lid to be lowered onto me when we were interrupted by none other than my mother, the true heir of Equestria, Princess Luna. Or as she recently referred to herself, Nightmare Moon. The scientists immediately bowed and my mother told them to rise.

"I will have a moment with my son before I battle my sister. Leave us." They did as they were told, quickly heading out of the white room. My mother slowly approached me and cupped my cheek in her hoof. She gently brushed my black mane in a sign of motherly affection.

"I am sorry. I know you wish to fight with us, but if I fall…"

"You will not fall, Mother," I interrupted pridefully.

"…If I fall, it will be up to you if my sister manages to kill me. You must lead my armies and destroy Celestia, and then you shall be a king, or a prince if you so desire."

"I have always preferred the title 'Mister.' It always had a sort of ring to it." Luna let out a small chuckle. I saw something though, a sort of sadness in her eyes. I was never very good with emotions. "What ails you, mother?"

"Not even the death of your wife deterred you."

"It was an arranged marriage, Mother. I knew her for a week." I showed little pity for the mare. It gave me the title "Mr." though, so I could not complain. Mother shook her head.

"You have always been an odd one, child. Always showing disdain for royal titles like Prince or King. I guess that's why they call you a Stallion of the ponies, 'Mr' Carnage." She managed to say this in a motherly sort of way. She showed this side to me and only me, and wouldn't dare let a soldier see her like this. Anytime she wasn't with me, she would speak in the Royal Canterlot Voice of old. "Maybe when this is over you can live as a pony should. Although you do have my cat like eyes, let that forever mark you as my son, but all of Equestria must accept the night first." Luna leaned in to kiss my forehead. "Goodnight, my little Carnage. May you have sweet dreams of eternal night." The lid closed and my consciousness began to fade.

It would be my mother's last battle for a thousand years.

* * *

**1000 years later…**

My eyes slowly started to open, but they quickly closed as I was blinded by the harsh light of the sun… Wait, the sun!? I forced my eyes open and looked around as best as I could. The steel buckles that held me down suddenly released me, and I fell face first onto the stone floor. That wasn't right either; the floor in the lab was tiled, not made of stone. The floor was now yellow and sandy, as if time had worn it away. There were hooves near my face. I looked up and a sandy coated Pegasus with a black and grey mane was looking down at me in surprise. Judging by her hat, she seemed to be some sort of explorer.

"Who are you?" She asked in a curious voice. She looked me over again, and her eyes widened at my unusual eyes and teeth. "Scratch that. What are you?" I didn't like that. I wasn't some freak show for this bitch. I found my energy returning and used it to quickly jump up from the floor and grab her around the throat. I told her who I was.

"My name is Mr. Carnage, bitch! Now where is my mother!?"

**Every story must have a beginning...**


	2. Chapter 1 - Relapse

_"If you prick us do we not bleed? If you tickle us do we not laugh? If you poison us do we not die? And if you wrong us shall we not revenge?"_

_- William Shakespeare_

Chapter 1: Relapse

**Mr. Carnage POV**  
**2 years later…**

The sea wind brushed gently against my face as I continued to drink my tea. I liked the sea. There was something very comforting about the smell, the warm air, and the atmosphere. In truth, it was one of the few times that the rage and the bloodlust inside me soothed to the point on non-existence. That was one of the reasons I had moved to Trottingham. The city was located next to the sea. The second reason was because my accent matched the locals, so it helped me to blend in with them as an everyday pony.

A lot had happened in the past two years, not just to me but the entire country. There were new bearers of the Elements of Harmony, the return of my mother and the political fallout of a returning Princess, Discord's return and swift imprisonment, and of course the disaster known as the royal wedding. As I sat there, gazing across the expansive blue sea, I couldn't help but look back on the day I was released. The mare that had released me was a writer with a very clever disguise. Her name, as best I recall, was 'Daring Do.' Due to her constant adventures, she figured that any fame she could gain from that would hinder her chances to explore and make her too recognizable. So she made a pseudonym and pretended the adventures she had were all fictional. When she had explained that to me I realised what kind of world I had woken up to… and to say I didn't take it well would be an understatement. The rocks nearby felt my wrath that day.

My mother, the mare I had idolised from birth, had lost that battle with her sister and suffered a terrible fate. To live on the moon for a thousand years in solitude. Daring told me that the base she found me in was the final battle ground and legend said the entire building was destroyed by Celestia's sorrow at sending her sister to the moon. Miss Do was apparently looking for some mysterious secret that Luna had left behind. She certainly found it alright, but it damn well wasn't what she was expecting. My coffin was buried under the rubble. Luck would have it that the emergency sleep and food systems kept me alive, but then I realised I should have died from old age. I must have inherited my mother's immortality. Lucky me.

She slowly explained that only recently, my Mother had broken free of her prison and attempted to plunge the world in eternal night. I knew Mother had gained some issues over time, but what she attempted to do was nothing short of foalish. The world would die if there was only night. Apparently she had given into some evil force calling itself 'Nightmare Moon.' This explained why she insisted on the change of name a thousand years ago, so looking back, some things now made more sense than they did before. However, this time six mares stopped her and removed her Nightmare Moon alter ego with the Elements of Harmony. Then, she kissed up to my aunt in order to not be sent back to the moon again. Despite what happened, there were many reasons we fought against Celestia and her tyrannical rule. By betraying the cause for her own selfish reasons and surrendering to my Aunt, my mother betrayed everything we believed in, but I wasn't mad anymore. I was just disappointed. That mare who lives in her cushy lifestyle as her sister's lap dog is not my mother. My mother is dead to me.

I remember soon after getting free that I stumbled onto one of those new age stores called a 'comic book' store. I understood the pain of one character in particular, Captain Equestria. We were both ponies out of time; creatures whose bodies were altered to win their respective wars. The one difference was where the Captain was successful in her war, I was not so successful. The most horrible part of all this though? Everything seemed so peaceful. It shouldn't be like this. Mother had told us all that if the solar ponies won the war then all of Equestria would be subjected to a dictatorship like state ruled by slave labour under the blistering sun. This was not the world that was foretold. It was peaceful. The last war was two hundred years ago which ended with the Griffon's surrender.

After the archaeologist had told me everything, I decided to show her mercy and let her go. She muttered something about using this in a story, and sure enough she did. She turned me into some sort of Spanish blue cat, and I wasn't sure if I should've been insulted or… No, I was insulted.

It had been rough adjusting to the language at first, but I quickly picked everything up. After a month, I bought false teeth to cover my razor sharp ones and contact lenses to cover my eyes. I've never looked back since. I use my blades to carve wood sculptures, one of the rare talents I had that didn't involve slicing ponies up. Ponies would come into the shop, give me a picture of a pony or a place they wanted me to carve and I would pretend to use the cutting tools in the back when I was actually using my blades. I took pride in my work. This raised questions about my cutie mark though, because it did not seem to match my occupation. It was a black half crescent moon being struck by a black lightning bolt. It stood out on my coat so it wasn't exactly easy to hide. That was why I had invested in clothing.

One of the first things I did upon my freedom was experience the local wildlife. Apparently, I was in some place called the Everfree forest. I moved from forest to jungle in 6 months before I accidently stumbled into a small town after an altercation with a bunch of Timberwolves. You can survive your entire life in the wild. I originally felt more comfortable there. Anyway, I fell through the roof of some fancy clothes shop during the chase, and there I found… my identity. My blue eyes looked over the pinstriped vest in front of me. It was black, and the thin pinstripes were blues. On top of it was a matching black hat with a black tie. I took a number of suits and ran off to the nearest city. A month later I went to Trottingham after ponies kept asking if I came from there due to my accent, and I haven't looked back since.

I visit this little café often, mostly because it's located by the sea. Also, the tea is superb. I have to admit though, some of the waitresses are easy on the eye. One mare in particular, I believe her name is Citrus Orange, has taken quite a fancy to me. Perhaps I should ask her out sometime. More and more, every day I am starting to feel at peace. Screams of war that previously invaded my head are now a distant memory. I have cut ties with Mother, for I have no interest in contacting her, and I must say. I've come to love this city. It's dirty, but honest. Much like me. I remembered that I still had some work to do. Mainly carving a piece for that trophy wife of Fancy Pants. I adjusted my hat and headed out towards my shop.

* * *

**? POV**

And there he went. The target. I remembered the file our new employer had given us in great detail.

**Subject Name: Carnage Moon. (Note: Prefers the title of Mr. Carnage.)**  
**Gender: Male**  
**Noted Abilities: Electricity generation and manipulation, unbreakable blades that deploy out of his arms, and advanced senses (mainly smell).**  
**Known Bio: [Information redacted until further notice]**

They had practically given us nothing to go by. That suited me just fine. I was used to taking out individuals that I would have to learn about first. The only difference here was that I was used to assassinating them. We had to take Mr. Carnage in alive. I would not complain, though. I would not dream of putting the Brotherhood in an awkward position.

_Never compromise the Brotherhood._

While all of us joined on our own merit, we were told that this individual was vital to the mission. Also, he would likely not come of his own accord, so our best bet was to capture and explain at the base. Something felt fundamentally wrong about that, but I did not question any further. If the Brotherhood had told me to do this, I would have jumped at the chance in a heartbeat. I kept my nerves in check though. If all else failed I would be the last to reveal myself.

_Hide in plain sight._

The stallion I was taking orders from was now a friend to the Brotherhood, so I wouldn't question it any further. Still, it would be nice to have more of a backstory on this guy first. My psychology background yearned for it. All I was told was that he was a war veteran, but he looked way too young for that. He looked like he was in his twenties. There was a tiny scar above his left eye and he was kind of handsome to boot. He also looked well-built too, so he wasn't going to be held down easily. That was a guarantee. He began to make his way to the secluded area. There we could pick him up without any danger of harming civilians or alerting them.

_Stay your blade from the flesh of an innocent._

It was time for us to roll. I leaned over the edge of the rooftop and signalled the others. As a great man once said, let the games begin. I pulled my hood over my head and whispered a small prayer.

"I dedicate my mission today in the name of the Assassin Brotherhood. As the great mentor Altair once said, 'Nothing is true, everything is permitted.'"

* * *

**Mr. Carnage POV**

I turned a corner and headed into the alleyway. It was a convenient shortcut home and I wasn't afraid of any muggers or thugs I would find hiding in the shadows for two reasons. One, it was still daylight. Two, I'm the scariest damn thing you would find in this city. Random graffiti marked the walls. I never understood what any of it meant apart from the sign at the end, which was a straight line, with three diagonal lines on top. It was the symbol of the Unicorn Defence League. The UDL were a group 'dedicated to protecting the rights and dignity of all unicorns'. Basically, they hated anything that wasn't a Unicorn. You were fucked if you were an Earth pony before the Luna/Celestia war. You were either a slave or dead. You know that Clover the Clever? Complete dick. Well, not the original, but I'm referring to his great grandson. He was a lead slaver for the UDL, but you won't find that in the history books. This city is mostly comprised of Pegasi, funnily enough. Unicorns are the minority, just like Manehattan, so I have no idea which Unicorn had the balls, _Or stupidity_, I thought with a smirk, to spray that logo. The UDL hasn't existed for years. Apparently Aunty, _It still physically hurts me to call Celestia that_. Went to great lengths to annihilate them after the war, but their history can still be seen today. I was about to leave the alleyway and head on home when I heard a noise from behind me.

It sounded like somepony whistled at me, but when I turned around there was nopony there. I knew better than to let one initial look judge a scene. Years of strategic meetings and wars do that to a pony. I stepped into the alleyway a bit further, but despite my abnormal vision, I couldn't spot anypony following me. It smelt like there was more than one pony here. My nose might have just been on the blink though, so I ignored it. I walked backwards to make sure nopony could follow me, but as I was about to leave I had bumped into something.

It definitely wasn't a wall because it felt too soft, plus I had an excellent sense of direction, and I was heading straight out of the alleyway. The only logical conclusion was that I bumped into another pony. _Silly me, my fault for walking backwards like a fool_, I thought. I turned around so I could apologise to the pony I bumped into. Despite my bloodlust, I was still a gentlestallion.

"My sincerest apolog…" When I turned around though, there was nopony there. I quickly looked around but there was nopony anywhere around. _That's odd. Nopony should have been able to move that fast, especially from me._ Something was wrong though. It smelt like somepony was right in front of me, yet my eyes told me otherwise. Am I going mad? Wouldn't be the first time I've asked myself that question. I wanted to try something before I left. I stuck out my hoof gingerly and prodded the air in front of me. I could feel a pony's body.

"Whoa there buddy. You're cute, but I'm afraid you're not my type," said the thin air. It was a stallion's voice, that much I was sure of. What I touched made me assume he was mostly skin and bones. There wasn't a lot of meat on him. Suddenly, I felt a hoof connect to my jaw. It was a weak punch, but for all I knew my opponent was merely testing the water. I got into a stance, ready to fight. I instead heard the clip clop of hooves circling me, and before I could react, two hooves connected with my rear end. Again, the shot was weak, but it was enough to send me forward a few paces.

I had to think. I was dealing with an opponent who I couldn't see, but I could smell him. I sniffed the air. He smelt of smoke and sweat. Not the most attractive of odours but easy to pick up. I got into another stance as he attempted to circle me again, but this time I was ready for him. As soon as he got behind me I bucked with average force, so I didn't seriously injure him, and my hooves connected to his side. I heard a grunt of pain and a body slamming directly into a trash can. That was the first fight I had been in for quite some time, and I could already feel a beast rising from within me, despite how quickly it ended. I took a moment to calm down before approaching the trash can. I could still smell him there and it appeared that he was having trouble standing up. I approached whatever this abomination of nature was as calmly as I could.

"I do not know who you are, sir," I said, "but you are quite fortunate that I am trying to be a better pony, otherwise I would have slit your throat right here. Now, I wa…" At that moment, a bullet skimmed the edge of my face. I wasn't paying attention and another pony got the drop on me. An inch closer and that bullet would have killed me. At least my initial assumption was correct: there was more than one. I spun in the direction of the bullet and I saw another two stallions looking down at me from one of the rooftops looking over the alley way.

The first stallion had a dark chocolatey-brown coat with a black mane that had been fashioned into dreads which hung over his head. He was wearing some sort of mask over his mouth. At best guess, it was some sort of breathing apparatus. He was wearing a brown overcoat which seemed to cover up his cutie mark. The other stallion looked a little distressed at the scene before him. He was most likely one of those types who tries to find the peaceful solution first. He had a tanned coat and a spiked up short brown mane. He was wearing a brown suit. He began arguing with the chocolate brown stallion. From what I could make out, he didn't approve of the gun. Suddenly the tan stallion pulled a small object from his jacket pocket and pointed it at me as the blue light at the end of it lit up.

Instinctively, I jumped against the wall beside me so I could dodge whatever it was but nothing came. Then, I realised he wasn't aiming for me at all, but rather the valve pipe that was located on the brick wall near me. The exact point where the blue light was aiming at suddenly burst and hot steam landed directly on my face. I screamed in pain as I covered my face with my forehooves. The initial pain was awful, but I felt no lasting damage. I was mostly worried about the rage that was starting to build inside me.

_They're taking me alive, that's for sure. I'm not sure why, but I shouldn't lose my cool. They'd be sorry if I did though, but the mess it would cause… No, it's decided. I can't become that beast. Even Mother feared me when that happened._ Before I could finish that thought, a hoof collided with the back of my head, causing me to fall to the ground.

That was no light shot, that shot nearly knocked me unconscious. Clearly it didn't come from that invisible pony, so another player had entered this one-sided game. My face was planted into the ground, and as I slowly lifted my head I was expecting to find a pegasus. The speed of the punch drew me to that conclusion. Instead, my eyes fell upon a unicorn mare who stood confidently above me. I recognized her rather quickly. A poster of her was advertising her appearance at one of my cousin's weddings. The so called "Princess of Love." Her stage name was DJ-Pon3, but her real name was Vinyl Scratch.

"Never send a stallion to do a mare's job," she gloated. "You guys just hang back for now. DJ-Pon3 has this one." Her coat was a chalk white and she had a vibrant blue mane. She removed her shades to reveal a pair of unnaturally red ruby eyes. Then she opened her mouth to reveal a pair of fangs. It couldn't have been more obvious that she was a vampire. All she was missing was a cape and vampire bats flying around her. "I hope you and your blood ain't attached because you're about to lose some." I was still dazed and she took advantage of that. She rolled me over so I was on my back and sat on my stomach. "Don't worry, though. I only need enough to knock you unconscious. Who knows? If you're a good colt, I might make you part of my undead army."

_Oh, hell no!_ I sprang to life and grabbed her by the throat. I capitalised on my sudden advantaged as I pulled her helplessly down to my face.

"Listen to me, Miss," I said in a low, threatening tone while maintaining as much of my gentlestallion side as I could. "My mother was the queen of darkness. I know most of the bull about vampires. You may have super speed and super strength, but you're not immortal or undead. And although I don't like hitting mares, this will be a lot easier if I envision you as a solar guard." With that, I head-butted Miss Scratch straight to her mouth. Although she wasn't knocked out, she was clearly knocked loopy, and I quickly threw her off me.

As I got up I heard the clicking of a gun and quickly dodged another bullet. This one appeared to be directed at my foreleg. I realised that the stallion was using a sniper rifle, so time was of the essence. I harnessed the electricity inside of me and fired a number of shots at the stallions. Although the shots missed the pair, they ducked back in surprise. I took my chance to fly up and out. My original plan was to fly out and lose them in a crowd. There was no way they would risk blowing their cover. However, this plan was short lived as a lunar guard was heading straight for me from above.

Despite the dramatic entrance of another attacker, I kept my cool and dodged yet another shot directed at me. I attempted to fly up and out, but as she passed me she grabbed my back legs. She used the momentum to overpower me and toss me back down to the ground. I didn't fall too far, but I was clearly out of practice because this was the second time I've been knocked silly in a matter of minutes. The back of my head smacked into the concrete as another sharp pain went through my skull. _I'm gonna have brain damage by the end of this fight._ Before I could get up, a spear was shoved against my throat, the sharp tip dangerously close to slitting my throat. The Lunar guard kept the spear tip against my throat as she bore down an intense gaze from above me. She had the bat like wings that I remembered and her armour was nearly identical to the armour worn by my brethren a thousand years ago. Her eyes were a piercing yellow that stood out among her grey coat and black mane. I couldn't see her whole cutie mark due to her purple armour, but it was light blue and it appeared to be some sort of wing. If that armour was nearly as tough as it was a thousand years ago, then I was in trouble.

"Hold still foul creature," she growled at me. "I do not know what kind of pegasus can bring forth lightning from their arms, but we are apparently in need of you. That is the only thing that stays my spear." I saw the sniper retake his position on top of the roof and aim directly at my head. The stallion that was beside him appeared to have left. Where to was anypony's guess. The vampire also recovered and quickly trotted up next the lunar guard.

"Careful, Shadow. That dude has a hard head." Vinyl rubbed her jaw as she grimaced. The pain appeared to still be there. I made a mental note of that. The other mare, apparently named Shadow, kept the tip against my throat.

"Do not struggle any further," she said. "It will be easier for you and for us if you come with us."

"Do you usually give invitations in the form of sneak attacks?" I shot back.

"You were deemed too… unstable, for reason. There is somepony who wants to meet you. You may have a higher calling yet, creature."

"First off, Miss, my name is Mr. Carnage. Second, don't pretend that you know me. I've fought beside 'real' lunar guards that were 10 times tougher than you."

"A likely story, because this lunar guard appears to have bested you."

"Oh, really? I still have a trick up my sleeve, or rather, in my forelegs." Before she could ask me what I meant, both of my blades shot out of my forelegs. Both Vinyl and Shadow jumped in a mix of surprise and horror at the scene before them. I was just in reach of the spear, so I swung my arm and cut off the head. I grabbed the now useless spear and pushed it against Shadow who fell on her back. The still dazed Vinyl was helpless and the brown stallion was about to take me out. Before he could do so, I jumped back to my hooves and pulled Vinyl against me. She was now my shield. I brought up my right blade up to Vinyl's throat. Vinyl called out to the brown stallion on the roof.

"Ulysses! Don't you dare shoot!" she screamed up at him. I could see him pause at this and eventually lower his gun. Shadow was already up, but felt helpless with the situation before her. I edged back slowly with Vinyl in tow.

_Okay, get to the exit. Push her forward and… WAIT!_ My instincts screamed at me as I stuck out my left foreleg and felt a pony collide with it. I couldn't see the pony, but I already knew it was that invisible stallion from before. Vinyl groaned at the scene.

"Damn it, Fade! You are just useless today!" Two more names. Ulysses and Fade. Unusual names for unusual ponies, I suppose. I couldn't tell, but Fade seemed to be stunned again, so as I began to edge closer and closer to the exit I began to leave my warning.

"I'm not sure who you ponies are, but let me make this clear. I've tried too hard these last two years to give up on not fighting now. To give up this angry beast inside of me. Today you nearly brought him out, and then you would have had a fight that involved a lot more blood. I'm giving you one chance. Leave. Me. Alone." The exit was near, but before I stepped out I heard a large bang from behind me, like something large hitting the ground. I turned my head slowly, but made sure to hold on tight to my hostage. I have seen a lot of things, but what I saw when I turned around made my blood run cold.

I have met and fought changelings, Princesses, wolves, trolls, weird humanoid creatures with no fur, and even a giant reptile that walked on two feet. This thing… was a pony crossed with a spider. An Arachnapony. My mother would regale me with legends of the arachnaponies as a foal. The creature behind me was three times my size. It had brown fur and walked on four large, meaty legs. It also had four arms in front of its body that were much smaller. Weird fangs hung from the front of its mouth and six eyes were scattered all over its face. Its eyes were nightmarish. They were pure black and large; no pupils could be made out. In my surprise, I unconsciously let go of Vinyl, who quickly ran over to Shadow.

"Alright, Guardian! Mess him up, bro!" She called out. I just stood there for several moments, just staring at the creature before me in utter bewilderment.

_I thought I was the weird one._ He brought his face down to mine so we were mere centimetres apart. He said but one thing to me.

"Boo."

Again, my instincts kicked in and I swung blindly at the monster. Although my strike hit his face it appeared to do practically nothing to it. It lunged at me. It was a lot faster than I could have predicted, but I still managed to sidestep him. I stood no chance in a straight up fight, so escape was my only hope. As I sprinted towards the exit the creature blocked it with webbing. It was lightning quick and I was being surrounded. The Arachnapony blocked the exit. Vinyl and Shadow blocked the opposite side. Fade and the tan stallion from before blocked my left and right side respectively. Fade called out to the tan stallion.

"Glad you could join us, Doctor." The Doctor simply nodded in response.

"You're trapped. There's nowhere for you to run. If I can give you some helpful advice, it's that we'd rather take you in alive and conscious," said the pony identified as the Doctor. I had one chance left. I flew up as fast as I could. At first, it looked like I dodged them, but then I saw fire. There was a mare, and all I could see was fire circling her as she flew around me.

_FIRE! FIRE! FIRE! FIRE! CRAP, I HATE FIRE! FIRE IS THE SUN! THE SUN IS BAD!_ I dropped onto the closest roof I could get to. The beast was rising to the surface closer and closer as I looked into the fire. The mare landed right in front of me as she struck a valiant pose.

"Hold it right there, rookie. You aren't leaving that easily," she announced. "You're coming with us whether you like it or not." I recognized her instantly. It was hard not to as she was probably one of the biggest celebrities on the planet. Spitfire. The Wonderbolt. Bedroom fantasy to every mare and stallion alive, and one of the most successful flyers in history. Apparently she had the ability to cast fire from out of nowhere. Huh. I began to lose it.

"Don't let that fire near me!" I cried out. Spitfire had a mischievous grin grow slowly on her lips.

"Fear of fire, huh? You should never let your opponents know your weaknesses." She threw a fireball that narrowly missed my mane. I wasn't telling her to extinguish the fire for my safety, but for hers. My brain started to get foggy. I was starting to see nothing but red.

_FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE! FIRE!_

_**FIRE!**_

I snapped…

My eyes grew wider as I began to growl and snarl. I tore out my contacts and false teeth to reveal my true form. Spitfire noticed this and backed away a few paces in confusion. She never admitted it, but she was also a little frightened by my sudden change in appearance and personality.

"Hey, what the heck is this?" I replied to this by letting out a large roar that could be heard throughout the large city. Spitfire's eyes grew wide in surprise as I closed the distance between us in a matter of seconds and swung at her. She narrowly dodged my strike as she flew high into the air. I immediately flew after her as I began to chase her around the city. I saw her colleagues trying to catch up to us, but I didn't care. My only desire now was to tear apart the fire mare.

_**Kill! Rip! Tear! Eat! Cut!**_ Those were the only thoughts going through my head. This was the first time I had succumbed to this side to me in over a thousand years.

It felt good.

She was faster, but my electricity became her downfall as I fired a shot and hit her directly in the back. She fell like a spitfire plane shot out of the sky and landed spine first on a random building. I could see tears beginning to form in her eyes as I landed right in front of her. I slowly stalked my prey. Her back was in too much pain for her to move, but this didn't stop her from desperately struggling. Her limbs flailed in a pitiful sight as I sat on top of her. Slowly, I raised my right foreleg that still had the blade out.

**KILL! KILL! KILL! KILL! KILL! KILL! KILL! KILL!**

Then, I felt something sharp enter my neck. It was a needle. The world began to grow dark as I turned my head to face my assailant. I had made a classic mistake. When one plays a game or goes to war they must know all the players, and all the pieces to win. I had missed one. I was now looking at the mare that would change my life forever. She was wearing a hooded costume but I couldn't make it out properly. Her cutie mark was some sort of foreign symbol. Her blood red and white mane matched perfectly with her slender white body. I reached up towards her as she put her hoof to my lips. She whispered two words to me.

"Hush you…"

With that, I fell fast asleep.

**So what do you think. Praise and constructive criticism welcome. Again, this will be uploaded daily until chapter 7.**


	3. Chapter 2 - A League Unlike any Other

_"A family can develop only with a loving woman as its center."_

- Karl Wilhelm Friedrich Schlegel

Chapter 2: A League Unlike Any Other

**Princess Luna's POV**  
**Roughly 1000 years ago…**

"MY LOYAL GENERALS, I BRING YOU THE WEAPON THAT WILL WIN US THIS WAR AND..."

"Please, Your Majesty. I know the Royal Canterlot Voice is tradition, but could you please speak a little more softly." I turned my head to the general who would dare interrupt me. He was covering his ears and so were the others. _I suppose this once I could speak in a softer tone._ I had my generals follow me to my temporary accommodation so they could bare witness to the foal who would someday lead my armies against my evil sister.

"Behold, my loyal generals. This is the weapon that will win us the war. 'Tis a glorious night." I stepped aside so they could gaze upon the foal. Each took turns to examine him in his crib. His blue fur was a slight lighter shade compared to mine. His mane was also as black as night, but his teeth and eyes were his most notable feature. The fact that his teeth had already grown out was a sign of his twisted genetic code. One of my generals, Dusk, approached me.

"It appears that the genetic manipulation was a success, your Majesty," he muttered to me quietly. I nodded in agreement.

"Yes. Just the other day, a few of the scientists witnessed him generate a spark of electricity. Although we have confirmed he has the blades under his forearms, he has not been able to bring them forth yet."

"How old is he now?"

"Approximately one month old, I believe. In truth, I have been busy." There was a small silence between us as we watched the other generals observe the child. I could see Dusk attempting to compose himself, which meant he was preparing to argue with me.

"This is the longest period of time you've spent with your son, isn't it?" He asked. I looked down at him with confusion.

"Most likely. What's your point?" Again, another small silence was shared between us as we watched the others.

"I lost my youngest son at the beginning of this war. He was three months old. I was shocked when I learned that you ordered your child to be taken to the scientists as soon as he was born. Did you not want to spend any time with him at all?"

"He is merely an instrument of war, Dusk. A means to an end. Our enemies have forced that upon us." He simply shook his head at this.

"I've never approved of this, Princess. In truth, the biggest victim here is that foal. I do not know who the father is, since you are so insistent on not telling anypony. But i hope he at least knows. If he's still alive, that is." Not another word was said as he bowed and left the room. Dusk was the only one of my generals who could get away with talking to me like that. Perhaps it was because I had grown a soft spot for his honest nature. He would have made a good Element of Honesty in peacetime, at least before the time my sister and I took control of all six. As general Dusk Apple left for his duties, the rest of the generals followed suit. My maid was meant to bring the foal away now, but she was nowhere in sight. I called out to her but received no reply. We were alone.

I considered sitting down and looking over the battle strategies again, but… something drew me to the small crib. I approached the crib and looked at the foal below me.

_To think, there were a million possibilities, and this is what my child looks like,_ I pondered to myself.

The colt was just waking up from his nap. His mane was a mess and he was drooling at the side of his mouth. Not exactly the image of a warrior, but I assured myself that one day he would grow to be as powerful and successful as myself. He would save this planet from the slavery and injustice my sister sought to maintain. I chose for him a name that would strike fear into the hearts of my, and his, enemies. A name they would tell their children to be afraid of. Carnage. Carnage Moon. I thought to give him a motivational talk. Perhaps it would resonate with him for years to come.

"Listen to me, foal," I announced. I dipped a hoof in front of him and he gazed at it in wonder. "You are a warrior now. You will become the most dominant pony on this planet. Nopony will even dare to stand up to your might, and…" Before I could continue, the foal before me began to giggle and attempted to grab at my hoof. "How dare you interrupt me!? You will be punished for…!" In the end, he grabbed my hoof and brought it down to his mouth. He started to suckle at it. I was initially disgusted at this action, but then I caught the content look in his eyes. It was somewhat adorable.

_No! No! He is a weapon, he will be slicing down your foes in a matter of years. Do not let yourself_… My thoughts were interrupted when he stopped sucking my hoof and began to reach up at me. I believed he wanted me to hold him. I resisted at first and began to walk away. My work had to come first. All of Equestria would see the beauty of the night, and embrace it over the scorching sun.

Then he began to cry. I felt something twitch inside me. Some sort of maternal calling forced me back to the crib.

I looked over to him again and his crying ceased. He wasn't frightened of my presence, nor was he in awe of me. He merely looked up at me like a son would at his mother. I rubbed his stomach gently and he giggled the cutest giggle imaginable. I couldn't help but allow a tiny smile to come to my lips as my little colt's limbs flailed from him laughing.

_My colt, my son._ I gently picked him up in my fore hooves and cradled him. How foolish had I been. No matter why he was created, he was my flesh and blood. I saw him drifting off to sleep, and in this moment of bliss, I couldn't help but recall an old song sung to me by my mother. A song about a Duke from a city before even my mothers time. In the tale, he led the first army of female warriors after many of the stallions from his city were killed in a previous war. The memory of my mother alone was enough to bring the song from my lips.

_"Oh, the grand old duke of York;_  
_He had ten thousand mares._  
_He marched them up to the top of the hill;_  
_And he marched them down again._

_And when they were up, they were up;_  
_And when they were down, they were down._  
_And when they were only half way up;_  
_They were neither up nor down."_

* * *

**? POV**  
**Present Day…**

"...And when they were only half way up;

They were neither up nor down."

That was about the third time he sang that song under his breath. _It must mean something to him. It will be interesting trying to find out what._ I slipped my hood off so I could let my mane breath. I sometimes forget to take it off for hours on end, and then my mane is a mess as a result. Not fun. He began to sweat in his sleep again, so I grabbed the wet flannel and washed his forehead. He seemed to have some sort of allergic reaction to the sleep drug I had administered to calm him down. He wasn't dying or anything, so he would hopefully feel fine by the time he woke up. After the fight, we brought 'Mr. Carnage' back to our base and placed him in a spare medical bed. It took us a day to get back to Canterlot using the express train.

When he didn't wake up two hours after predicted, our 'leader' became concerned, but the Doctor assured him that Carnage would be up and doing whatever he does in good time. If his blades were any indication, then it probably involved slicing things up. Speak of the devil; there was the super smart stallion practically climbing over me to get some sort of reading. He had our guest plugged up to some machines, but he still hadn't explained to me what it was all for.

"Doctor, what are you doing to the poor guy?" I asked. His head jolted to me before he practically skipped in my direction.

"I thought you would never ask," he replied. He ruffled my red and white mane as he skipped past me, making me wish I had kept my hood up. The Doctor had been surprisingly candid with me about his story. He was an alien from an entirely different universe. He had directly saved the planet from a Cyberpony invasion several months ago. He used to look humanoid apparently. However, his counterpart in this universe had been driven mad by something called 'The Time War,' started to call himself the Master, and turned out to be the one behind the whole thing. Then I got lost in his explanation, but he somehow created a pony clone of himself from leftover regeneration energy, and thus created the current Doctor I was looking at. My head hurt trying to understand; heck, I probably haven't even gotten that story right. He was an alien and he was smart, and that was good enough for me. He finally got around to explaining to me what all this stuff was for.

"I am trying to figure out what our friend is." That was pretty much the jist of what I heard so far, but I'd like to actually understand some of it.

"And what do you mean by that?" He jumped over to another monitor with statistics and equations I could only dream of understanding.

"Well, for one thing, I know for a fact that his genetic structure was altered before he was even born. It's likely that he was implanted in the womb of his birth mother. Possibly, during the time he was in his mothers womb, he was injected with genetic altering material. Incredible that technology like that even existed a thousand years ago. I should know, I paid that era a visit only recently." I thought for a moment on what he had just said.

"Wait, I don't think we even have that kind of technology now!"

"No, you don't, and for good reason. It was technology like that which helped begin the Lunar-Celestial war a thousand years ago. A lot of the research was destroyed and forgotten in a few generations."

"Do you enjoy blowing my mind on a regular basis with information that I shouldn't even know about?"

"Oh, of course. The look on your face is priceless." I forced back a laugh the best I could, but it still came in the form of a snort. He wasn't done surprising me, though. "This will also shock you too. Our friend here? Over a thousand years old." My eyes widened in shock.

"Damn, he looks good for a thousand. Is he immortal or something? He doesn't look like an Alicorn, what with no horn and all."

"Perhaps, but it would be easier to ask the ma… stallion himself. Still getting used to talking pony." He undid the plugs and other examining equipment on Carnage and started to pack away. "I better get all of this to the TARDIS. I should also let the others know what I've learned."

"Ah, yes, your mysterious machine. When do we see it, then?" He placed everything in a large brown box and picked it up with his hooves.

"Soon, but I must be off. Are you sure you want to be here when he wakes up?" I waved off his concern.

"Relax, I have a way with ponies. Besides, somepony has to do it, and having armed guards in here with me will only provoke him. Trust me on this; I'm a psychiatrist." He nodded to me and made his way out, but when he got to the door he gave me one last piece of advice.

"By the way; you've probably figured this out too, but I believe fire is some kind of trigger to him. I know you're not Spitfire, but... try not to set anything on fire." With that, he left me alone.

When I first met Spitfire, she was a lot tougher than I expected. For a showpony, she ran the Wonderbolts like a military force. She was tough, but fair. She also had a tiny mischievous side. To see somepony that seems so tough, so hardcore that it looks like nothing could shake them, and then to see them terrified out of their mind, is quite fascinating. I don't mean to sound cold. I feel very sorry for her. Hell, I understand her! If I saw this guy suddenly reveal the teeth of a dragon and then come charging after me brandishing razor sharp blades from his freaking hooves, then I would have been scared witless myself!

I do, however, desire to figure out this pony's mindset and reasons for turning berzerk. I guess it's that psychiatric side of me with the thirst to analyse ponies.

I saw the faint beginnings of him stirring awake as I kneeled against the bed. I didn't always want to be an Assassin you know. I originally wanted to be a... well, a psychiatrist. How other ponies acted and behaved fascinated me since I was small. However, my dad was always one to push training onto me. He always claimed it was for self-defence, but it was obvious to see that it was recruitment. We compromised in the end. He allowed me to get my degree in psychology on the condition that I actually did join the Assassins. I really am a licensed psychologist, but that's only an official cover. In the end, I fell in love with the uniform and the code. I came to truly believe in what we were doing, rather than using it as a means to an end. The Brotherhood always came first.

I realised that my reminiscing had me off guard when I came back face-to-face with an awake and glaring Carnage. I could tell that he recognised me, so I decided to break the ice.

"Hey there. My name is Silver Tongue," I said with the sweetest smile I could muster. He didn't say anything in response, but he did continue glaring at me. His eyes were… outlandish. They definitely weren't normal pony eyes, but they did seem familiar to me. I realised that I was staring again and mentally berated myself. "Sorry. I apologise for having to drug you earlier. We were told you wouldn't have come here unless we forced you." He then surprised me with his response.

"It was a good thing you did drug me." My ears perked up at this.

"Really? How so?"

"If you hadn't been there, then there wouldn't have been much left of your friend to find." I inwardly gulped but kept my friendly demeanour. Was that a threat? He wasn't exactly attacking me yet. I took that as a good sign. He was probably curious as to where he was anyway. He didn't move, but his eyes wandered around the room for a second before they returned to me. "Where am I?" he asked.

"Canterlot," I replied bluntly. He rolled his eyes in annoyance. He seemed more annoyed than angry. To be honest, I was surprised how calm he appeared to be, but I was thankful for it. "You've been out for about three days now. How are you feeling?" His eyes opened wide at this.

"Three days!? What the hell did you give me?!"

"It's an old recipe meant to take down more… aggressive opponents, but it appears to have affected you a little too well. Again, I'm sorry. If we thought you would come peacefully then we wouldn't have done what we did." He quickly calmed down and nodded.

"You're probably right about that. I'm sorry as well. I've been trying to distance myself from…" He paused as he sat up and looked away. Some ponies often do this when they're trying to say something they have difficulty saying. "Miss Silver Tongue…"

"Please, call me Silver, or Sil for short," I interrupted. I tried to break the formal barrier so he could open up more. Perhaps that was the key to convincing him to join us.

"…Silver. Your group brought out a side of me that hasn't been revealed in over a thousand years. It has taken medication, meditation and me reforming myself into a gentlestallion to finally suppress that side, yet in a matter of minutes your group brought him out again." He paused again, then turned to me with anger etched on his face. "So please, kindly tell me exactly what you ponies want with me." I shut my eyes. I honestly wanted to tell him right there, but that wasn't my place. I had to lead him to the stallion with the answers.

"Carnage, I…"

"MR. CARNAGE!" He roared at me. I took a few steps back but kept my composure. "My title is Mr. Carnage, and you shall address me as such. I am not Carnage, I am not Prince Carnage, I am not any other ridiculous nickname you could come up with. MY NAME IS MR. CARNAGE!" Despite his angry shout, his voice quickly softened. "Please. Don't take my name away from me. It's all I have." _Heh, I can't remember the last time something actually scared me._

"Mr. Carnage, I am sorry, but I can't tell you. However, I can take you to the pony that can."

"Take me, then. I want answers right now." He leapt up from the bed and landed on his hooves, but I quickly stepped between him and the door.

"Hold on," I demanded. He paused and I explained. "Look, I'll take you, but only on two conditions. I can tell you're a pony of your word." He nodded slowly and I tried my best to control the situation. "Alright then. First, you have to remain calm and don't immediately try to escape once we leave this room." I waited for him to respond and he looked at the ground rather than my eyes. He appeared to be thinking it over. "Second, you have to hear him out. Give him a chance because believe me, there's more going on here than you could possibly imagine." I stuck out my hoof and he stared at it. The silence was agonising, even for me. Eventually though, he gingerly lifted his hoof and shook mine. "Excellent. This could be the beginning of a beautiful friendship."

"Maybe, but I wouldn't hold your breath," he said dryly. I opened the door and we both stepped out into the corridor. The red walls were decorated with a multitude of pictures that featured odd looking ponies and, presumably, the ancestry of my employer. I let Carnage look around for a moment and then he asked me a question. "This is a mansion, isn't it?"

"Yes, this mansion is located near the edge of Canterlot." He nodded as his eyes continued to scan through the odd pictures. I couldn't help but ask. "Have you ever been to Canterlot before?"

"No, but I've seen the border. The army managed to push close to the capital before we were pushed back. I imagine it looks very different than… I forgot to tell you how old I am, didn't I?" I waved a hoof dismissively as I couldn't help but chuckle a little.

"Relax, the Doctor already figured out how old you are."

"The Doctor? Oh yes, the tan stallion I encountered. How on earth…"

"You can ask him yourself once you finish talking to the boss?"

"And who exactly is the boss?" Before I could answer we were interrupted by the sound of a mare.

"Silver, I'm glad I caught you. Look, I don't think it's a good idea for you to be… alone… with… him…" We turned and saw a petrified Spitfire who looked like she had seen a ghost. Suddenly, she shook her head and instead of a look of fear, she now had an angry glare directed at the Stallion beside me. Carnage didn't even bat an eyelash.

"I see he's awake." she mumbled to herself. "Be careful of him Silver. Rookie there will try to bite your head off the moment you turn your back." Not another word was said as Spitfire flew off as quick as a flash in the opposite direction from which she came. Carnage turned his head to me.

"Well that was awkward. Did she just call me Rookie?" I put a hoof on his shoulder.

"Relax. Her psych profile suggests she'll get over it soon. She's as tough as nails. The nickname is a way of giving herself superiority over you, and making you less of a threat in her eyes. It probably won't work though."

"I don't blame her for acting like she did," he looked over to where she flew off as he seemed to be reminiscing. "I forgot that I'm a monster."

_Hmm, interesting. Perhaps he suffers from self-hate and low self-esteem issues. When soldiers return from the battlefield they tend to develop self-hate if they killed another pony. It all stems from guilt, but perhaps there's more to this case. His whole life purpose must have been to kill. Even my father wanted me to have a choice, but he had none._ I realised I was staring again too late.

"Um, Miss Tongue. Are you alright?"

"Uh, yes. Sorry, I sometimes space out. And again, call me Silver." We walked the rest of the way in silence. The mansion was huge. Over thirty bedrooms and two floors. The boss was on the bottom floor so we had to trot downstairs. We spotted a number of my colleagues, including Vinyl, who came up next to me when Carnage went a couple of hoof steps ahead of me.

"Hey there," she whispered. "When he begins talking to the boss, we're all going to listen by the door. You in?" I nodded and she broke off before Carnage looked behind. He didn't spot her and we continued on. We finally made it to the door as we stopped before entering.

"I was to bring you here once you awoke," I said. "He's alone in there. No guards, no reinforcements. Please, hear him out. Are you ready?"

**Mr. Carnage POV**

"Okay, I'll hear him out. I'm ready," I said with certainty. The white mare opened the door for me and I stepped into the room. At first, the room appeared to be surprisingly simple. Like the many corridors, there were pictures and the walls were red. There was also another door on the left wall and a Unicorn writing on a desk at the far end. There were two things that fascinated me about this room, though. One thing was the massive picture on the right side that was adorned with a number of other pictures surrounding it. The other thing was the far wall. It was black and appeared to be made out of glass. It was like looking into an endless void of stars. Little white specks that appeared to move and in the centre was a giant blue sun that filled the room with an bluish glow. The unicorn stopped what he was writing and looked up at me.

"Rather impressive, isn't it?" he said. "What you're looking at right now is a tear in our reality, a hole that was created years ago. It leads to afar off universe, deep in space. In order to stop anything coming through, this glass was enchanted with magic so no being alive can break through it." He turned to his right in his swivel chair as he noticed one of the pictures was at an angle and got up to fix it. "There's been other such tears created. Three years ago, a small group of teenagers gained the ability to enter another world through the mirror. They did it after they realised a serial killer was using that world to kill ponies inside it and dispose of theirs bodies. Gaining the abilities to defeat him required battling their inner selves, but that's another story." He seemed satisfied that the picture was in place and returned to his seat. I heard the door shut behind me as the unicorn took out a cigarette, lit it, and began to smoke it.

"That stuff'll kill ya," I noted.

"Not as fast as our enemies," he retorted.

"'Our enemies'?"

"The creatures I seek to defeat are a threat to all pony kind. They are everyponies enemies. Please, sit." He pointed to the chair in front of his desk as he went back to signing papers. I had no real reason not to accept so I trotted over and sat down. He took another puff off his cigarette and flicked the end onto an ashtray on the chairs arm. He was, at a guess, middle aged. He had a short, styled mane. He was dressed in a black and white suit that looked very expensive. There was one thing me and him shared though. We both had very unusual eyes. Unlike mine, his eyes were not of this world. They were round but had indescribable blue lines in them. The lines were straight but looked like a circuit or a mosaic design. In all honesty, it was hard to tell. "This mansion was built by my father as a cover for this window to another world. Due to the nature of my families work, my entire life has been swamped in secrecy. That is how I got my name. Let me introduce myself. My name is the Illusive Pony." On instinct, I shook the hoof he extended to me.

"Unusual name," I commented.

"Says the pony who likes to be referred to as Mr. Carnage," he replied.

"And how do you know that?"

"I know a lot of things. Quite frankly, I know some things I wish I didn't." He took another puff of his cigarette before continuing. "I have sources that you wouldn't believe. I know things that other ponies know only as myths and legends, but they are all true." I sat there skeptically. In the back of my mind, there was a voice reminding me that there was an off chance that I was being told the truth. However, I wanted to test my new acquaintance on his so called 'privileged' knowledge.

"Alright then, why don't you give me some examples of this secret knowledge?" The Illusive pony smiled at me as if he already knew I was going to say that. He pressed a button on his chair and a secretary with a brownish mane and a tight white suit came in through the door to my left. She reached into a draw to the side of the Illusive pony until she found what she was looking for. I couldn't help but think that either he was incredibly lazy or he really liked his chair. It was a very nice chair. The secretary pulled out four separate files and laid them out on the table in front of the Illusive pony. She swiftly left the room, presumably to return to her work. Illusive began reading the first one out.

"Here's a good one only a few will ever know. One hundred years ago, Equestria came into contact with an alien race. The citizens of Equestria never found out about this, but they turned out to be hostile and were planning an attack on Equestria. Celestia authorised something called the 'P-COM' project that specialised in developing new weapons and training soldiers to fight the aliens. It proved successful in combating the alien threat and all the soldiers involved were sworn to secrecy, and as soon as the threat was destroyed, the P-COM project was closed down. Some ponies were left with scars from something they called 'Psi' training. Sadly, even I don't know what that was."

"And the public never found out what it was?"

"They never have." It appeared he noticed my sceptical look, and he was quick on the draw to back up his knowledge with more knowledge. "I see you're still not convinced though, so here's another example." He set down the folder he was holding and picked up another. "For over a thousand years there has been a war. A war fought by two warring factions. And although their ideals and leadership have changed throughout the years, one thing has remained the same throughout their conflict. One group wants absolute control and the other wants freedom for all." I couldn't help but lean forward with intrigue. I was fascinated by the idea of a thousand year war and the Unicorn in front of me fed my interest. "They are the Templars and the Assassins. The Templars stand for order and control while the Assassins stand for freedom and liberty. You see, Princess Celestia has led us into a golden age of peace and freedom, but the Templars see it as chaos. Ponies forced on their own to find their talents and they certainly view threats like Discord and Chrysalis are still present today because of Celestia's 'dysfunctional' reign." I inwardly growled. _Every time I hear that mare's name._

"The Templars sound like my kind of Ponies." I mused aloud. "Princess Luna would have never let those threats linger or even start for that matter." The Earth pony waved a hoof dismissively at that statement and replied.

"Perhaps. Although you yourself cannot deny that you are slightly biased in that remark." I nodded. I didn't want to hear that, but it didn't make it any less true. "All I know, though, is that the Templars have shown themselves as nothing but tyrants when they actually gain power. One of the other guests today is actually an Assassin. You've met her, I presume."

"We've met. She was drooling over me in my sleep." The stallion opposite me couldn't help but laugh at that remark.

"Her father has always told me she is drawn to the more… unusual ponies of society. Her last coltfriend was a wolf."

"You don't say? What has happened to the wolves over the years? We had an alliance with them during the war."

"They're not doing as well as they could. After the war, they surrendered and were forced into the north. They've thrived since then but they haven't been on good terms with Celestia ever since."

"How are you linked to the Assassins then?" He took a quick puff of his cigarette before answering that question. He seemed to be contemplating the best way to explain.

"The organisation that I represent, or rather, I lead, and the Assassin brotherhood have similar… interests. My organisation seeks to benefit and maintain the prosperous future of all pony kind and keep it safe from invaders and internal corruption alike." He flicked the end of the cigarette and took another puff. "We believe that the best way to achieve this is to keep the princesses in power…"

"But that will only happen as long as the princesses are a benefit to society. Am I right?" He mused over my interruption for a moment before answering.

"When Princess Luna reappeared, we were initially worried. However, she has shown herself as fair, just, and more than willing to protect Equestria. She has also shown to be a very capable ruler if Celestia is ever away. Celestia has always been more of a good than a hindrance. At least for the past five hundred years."

"Do they even know about you?"

"Celestia does. And before you ask, no she does not approve. Her hoofs are tied though, as we are rooted too deeply into politics and society. Back to my point though, that is how I know Miss Tongues father. We've never really been opposed and we've frequently maintained a healthy work relationship."

"Alright, enough about this Assassin business. What other secrets are there that you've got in those folders." Illusive nodded to me and picked up the next folder.

"Above us right now is a flying city." I paused for a moment, trying to take in what he just told me.

"… You mean Cloudsdale?"

"No, a city not on the clouds, that was built for the Unicorns." I sat there for a moment, again trying to picture it in my head.

"Okay, excuse my ungentlestallion like language. But you're fucking with me, aren't you?"

"No, I am not 'bucking' with you. And you are excused." I rolled my eyes at that as he continued with a very serious expression. "Around twenty years ago, a top physicist theorised that one could use balloons as a catalyst to hold up entire buildings by utilising outer dimensional particles. These weren't any ordinary particles, these particles held the key to traveling through time and space."

"So this physicist used the particles to hold up the balloons, but the balloons themselves were but nothing than a show."

"Sort of, you have the gist of it. The city was created at the grand science exhibition which has hosted technology from all kingdoms for over 200 years now. Before I go any further, would you like to take a guess at who funded this venture? I'll give you a hint, the majority of the population and the entire upper class are comprised of Unicorns." It didn't take me long to figure it out, but it couldn't be. Surely they weren't that big anymore.

"It's not the UDL is it?"

"Got it one. Specifically the stallion who calls himself the prophet of the old religion. Father Corn Stock. Father Corn Stock's ancestry was filled with Unicorn farmers who lost their business due to an Earth pony family in Ponyville that cornered the apple farming industry in his district years ago. This shook their sales as apples became more popular and eventually they lost their business. Their family were forced to take odd jobs and the Stallion himself fell into gambling and alcoholism before stumbling across the old religion."

"Old religion... you don't mean…"

"Yes, I mean that religion."

"But that was before my mother's time. That religion had no real spiritual basis, it just forced a system where the Unicorns were on top and the Pegasi and Earth ponies were on the bottom."

"Exactly, he claimed that he was born again and met some followers of this old religion who realised his ability to sway a crowd to his argument. Needless to say, they made him their figurehead. He gained a surprisingly large cult following, including some very rich ponies who put their money in the project. Then, unbeknownst to anypony, they launched the city in the middle of the night. They took their entire cult, including the Earth pony workers, declared their independence, and they haven't been seen since."

"Could they become a problem? And how on earth has no Pegasi come across the city?"

"You forget. There are some very powerful Unicorns in that city. They built a system that keeps the city invisible through constant use of Unicorn magic. They constantly have workers putting magical energy into the machine on a daily basis. To answer your other question, we have been monitoring the situation ever since it began and we have no new info. Any Pegasi who was unfortunate enough to collide with the city has never been seen again. The Doctor has taken a great deal of interest in this story, though." I had heard enough at this point. This stallion was merely messing with me. A city suspended by balloons that wasn't really suspended by balloons. Ridiculous!

"Next you'll tell me is that there's a city underwater too." He paused for a moment.

"Well, actually there's two. Atlantis where the seaponies reside and Rapture where…" I got off my chair before he could finish his sentence and headed straight for the door. I no longer wanted to be treated like a foal at story time. I had things to do, things I still wanted to see.

"I'm done now," I called out. "Thank you for the fantasy stories. I'll be on my way." I grabbed the door handle and began to open it when he called out to me.

"Perhaps you would like to hear the story about the lost child of Nightmare Moon. The Pegasus child who can bring forth electricity from his hooves, blades implanted in his forelegs, and stronger senses than anypony alive." I stopped halfway out the door. How did he know Luna was my mother? I've never told anypony that. "The stallion who was built to win a war. The stallion who is a living weapon of mass destruction. The stallion... That is right in front of me." I stepped back inside and closed the door behind me. Slowly, I trotted back to the desk. "You are the long lost child of Princess Luna, Prince Carnage Moon." Before anything else was said, the door to my left burst open and standing there was a frantic Shadow Heart. She panted heavily as she looked around the room. Behind her was the rest of the group who were in a pile. It appeared they were all listening behind the door, but the revelation caused Shadow to snap and barge right in, causing the rest of them to fall on top of each other. Luckily, Guardian was at the bottom so nopony was crushed. Shadow flew to my hooves. She propped her spear up and leaned against it so she was bowing to me. This was a very different mare than the one I met in that alleyway.

"I am tru-ly so-sorry my liege," she whimpered, "I had no idea. I-I am your loyal servant, as I am a loyal servant to your mother." Then it all made sense. The Luna guards were sworn protectors of all the royal family, especially those descended from mother. In all honestly, I never liked ponies grovelling at my hooves. I patted her on the shoulder in an attempt to comfort her.

"Um... it's alright, I suppose. You did not know what you were doing." Then she started kissing my hooves and that was just weird. Ponies actually want others to kiss their hooves, since when? Luckily for me, the group behind her untangled themselves and Silver quickly took Shadow away.

"C'mon Shadow. We're not meant to be here, remember?" I think she was about to cry just as they took her away and closed the door behind them. The Illusive pony looked at me with a blank expression on his face.

"Do you see the power your name alone carries? It wouldn't be in your best interest for others to discover it and who you really are." I saw where this was going now. I was going to have none of it! I marched forward towards his desk and got straight in his face.

"My mother is to not find out that I am alive!" To his credit, the Illusive Pony didn't even blink. He looked me dead in the eyes.

"In truth, I have no intention to let her know. All I want is for you to help me. In doing so, you are helping all of Equestria." I backed off slightly, but not too much, so I could still appear threatening.

"And what do you mean by that?" He grabbed the last folder and handed it to me. Inside was more than I expected. Details about me. Practically my entire life story, my powers, pictures from my emergence to my time in the Everfree, my beginnings as a woodcarver, my favourite café and so on. They had been watching me, practically since the beginning. "Well…this is creepy."

"I suppose it can been seen as such."

"What do you want?"

"Do you remember what I said about the Templars? We have acquired information that would suggest that they have come into possession of some kind of super weapon. Worse, I believe they have made some sort of allegiance with another species."

"What species? Griffins? Wolfs? Trolls?"

"We don't know yet, all we have are our suspicions. We need you for your strength and abilities. Also, we believe that you and the weapon are connected." That really caught my attention.

"How?"

"Both you and this weapon are apparently over a thousand years old." I shook my head in disbelief. An ancient weapon as old as me?

"How do you know this?"

"That's classified, I'm afraid," he put out the cigarette and looked me dead in the eyes. "This is what I want you to do. You and the group are to look around Canterlot for anything suspicious. We believe that members of this alliance are working on something in the middle of the city. I want you to come back with your findings."

"I haven't agreed to…"

"But you will. Miss Tongue has assured me you'll be more than happy to help us if I guarantee your permanent seclusion."

"What do you mean?"

"We will guarantee not a single pony will ever discover your identity. And my little organisation will make sure of that for the rest of your immortal life." I sat back down and quickly took it in. Freedom. Permanent freedom. A plus was stopping a super weapon and protecting all of Equestria. Maybe even find out something about myself that I didn't know before. "Well, Mr. Carnage. Will you join us?

**The League has been born...**


	4. Chapter 3 - Know Your Enemy

_"The way a team plays as a whole determines its success. You may have the greatest bunch of individual stars in the world, but if they don't play together, the club won't be worth a dime."_

- Babe Ruth

Chapter 3: Know your enemy

**Nightmare Moon POV  
Roughly 1000 years ago…**

"I am sorry Zarok, but I must refuse your proposal," I said with a firm stomp of my hoof. Meetings like these before battles can become tedious. Of course it is necessary to hear all the plans and proposals from my subjects, but as much as I love combat, I wish these meetings could be just a little shorter. That is why I bring my son with me to them now. His adorableness helps make them more tolerable. He was currently playing around my legs, pretending to be a wolf. Zarok, one of the senior archmages, did not look happy with my dismissal of his proposal. Thankfully, he was the final one today. We were in the proposal room. It was a small room that had a throne for me to sit in while ponies would come in, kneel, and deliver their plans and proposals for my approval. Pictures of my ancestry adorned the walls and a blue carpet led from my throne to the doorway. A portrait of my mother, Queen Faust, was hanging just above the throne.

"What do you mean!?" Zarok nearly shouted at me. He always had a tendency to forget his place.

"Hold your tongue, Zarok! Remember who you are addressing!" He visibly cringed at my raised voice. My son looked up at me in worry, but I stroked his mane to reassure him. He was only a year old as of three days ago. I held a private birthday for him without my servant's knowledge. One must keep up appearances.

"I-I am sorry your majesty, but… we must win this war. The spell I have perfected will ensure our victory. How can one lose the numbers game when they have the dead on their side?" Zarok had a pale green coat and a red mane and tail. What was eye catching about him was his mane. It was shaped like a banana coming out from the sides of his head. A rather odd look, but he told me he felt like it gave him some authority over the lesser Unicorns. He looked like a red banana to me.

"We have the support of the Wolves and the Griffons, even the sea ponies have agreed to capsize my sister's ships. We need no more," I assured. "We are already winning in the numbers game." My son jumped up onto my lap and started to snuggle up to me. Zarok looked at my child with contempt.

"Perhaps, but we are losing the power game. The majority of our kind joined Celestia's side. Surely you cannot put your faith in that thi…"

"HIM! ADDRESS HIM NOT AS A THING!" Zarok practically dove onto his knees and grovelled at my hooves. He started to whimper an apology when the door clicked open and a familiar face stepped into the room. Dusk, along with the nanny who had come to pick up Carnage. We remained silent until Carnage was picked up and taken out of the room. Carnage looked sad, but I could not coddle him, he would have to learn to deal with some time spent apart from his Mother. Dusk joined me by my side and spied Zarok grovelling at my feet.

"Allow me to make a guess," he said. "Zarok here was trying to convince you to go along with his 'army of the dead' idea again. It sounds like that old horror story that was written by Snake Ram, oh what was it called…. '_Dead Evil_?'"

"Something like that," I replied. "And you're perceptive as always." Zarok shot up and continued to plead his case.

"Ever since the Dragons and Zebras were convinced to side with Celestia, the situation has changed. And because negotiations with the Changelings collapsed, we are practically even. This army…." I cut him off before he could finish.

"… Could lead to the ruin of all of Equestria. We want to convert the populace, not destroy them. They will all love the night in time. They cannot do that while dead. And please, don't bring up the Changelings again, Daedalus will pay for his betrayal soon."

"But you don't understand…"

"NO ZAROK! It is you who does not understand! I have heard enough. Dusk, make sure Zarok is escorted back to his study." Dusk responded swiftly.

"Yes, your majesty," he said with a bow. "Daniel! Get in here now!" The Doors burst open and a smallish Stallion galloped inside, tripped over his own right hoof and face planted on the ground. This caused the helmet lid to slam shut. I didn't flinch, but I was somewhat surprised to see one of my guard acting so foolishly. Dusk turned to me and muttered, "He's new." I inwardly giggled. "Fortesque, stand up and salute your commanding officer." As quick as a flash, he stood up, but when he spoke we received a muffled reply.

_"Reporting for duty sir!"_

"What?"

_"Reporting for duty sir!"_

"Oh gods help us, his helmet is jammed again. I swear he does this every week." Zarok watched over the scene with utter contempt for Fortesque. Perhaps they had some history. I stepped forward and faced the Stallion as he struggled with his helmet.

"Sir Daniel Fortesque. Escort Zarok back to his study immediately!" Daniel saluted and grabbed Zarok by the leg, dragging him away through the door. Zarok tried to fight back, but found he was too weak to fight against the knight.

"You fool!" He cried. "She didn't mean like that, gah! Watch the stones!" When we could no longer hear Zarok's cries, we returned to conversation.

"Daniel Fortesque is an unusual name for a pony," commented Dusk, "apparently his mother just put a bunch of random letters together and it stuck." I remembered something I had been told before.

"Isn't that the Earth pony who apparently took out a seven headed hydra all by himself?" I asked in confusion.

"He's a good storyteller. I guarantee you he made it up."

"I assume he's an excellent storyteller when he doesn't have a helmet jammed on his head," this brought out a small laugh from Dusk. Moments like these were rare during war time, and even I knew to treasure them when they came around. Dusk had a small sigh and brought out a bunch of sealed letters.

"Your majesty, I have the letters that you requested. " I gratefully took them. They were updates on our recent push towards Canterlot. Slowly, we had gotten closer and closer to Celestia. The push was agonisingly slow, but we were making progress, which was more than my sister could say. "If that is all your majesty, then I will be on my way." Dusk saluted and began to trot towards the exit.

_You're not getting away from me that easily_, I mused. I used my magic to shut the door in front of Dusk, who turned to me in confusion.

"Is something wrong your majesty?"

"No, nothing is wrong Dusk," I smiled as sweetly as I could muster. "Please, come over here." Dusk, as a good soldier would, did exactly as he was told. "I have been meaning to talk to you for some time now. Privately."

"Um, alright." Dusk seemed unsure about where this was leading. I had given him plenty of subtle hints over the months, perhaps he assumed since I was royalty I wouldn't be… well, he'll find out in a minute. I got off my throne and began to lift Dusk into the air with my magic. Initially, I saw a panicked look in his eyes, but he started to relax a little when I lowered him onto the throne.

"Dusk," I said in a sultry voice, "since the first day you arrived here, you have been one of my most loyal and outspoken subjects. You have challenged me on decisions, but even if you did not agree, you never shied away from doing your part. I've always liked that in a Stallion." I saw him gulp slightly. He looked a little uncomfortable, but I would fix that in a moment. "You have gone beyond the call of duty for me." I pointed to my womb. He looked confused at first, almost if he was trying to put all the pieces together inside his head.

"I'm somewhat confused your highness. Could you clarify?"

"How many children do you have, Dusk?"

"Um, three if you count my dearly departed colt."

"Wrong. Add one more." Again I pointed at my womb. When it clicked for him, his eyes opened as wide as dinner plates.

"Your majesty! Y-y-you're telling me that…."

"Yes, Dusk. You asked me to wipe your memory of the entire event due to the loyalty you have for your wife. Relax, we never conceived him that way. You simply lent me your seed for the project. I asked you too because… well… I thought you we're the best option I had." Dusk looked shocked as he shook his head.. However, it was evident he was starting to remember.

"B-but, why are you telling me this now!?" Dusk was the only pony I would allow to raise his voice at me like that. It was also quite understandable. It's not everyday you learn that you fathered a secret child that you don't even remember.

"Dusk, as princess of the night, I have the rare ability to enter dreams or simply observe them. And your dreams have changed quite a bit as of late." I didn't think it was possible for Dusk's eyes to open any wider.

"No…."

"… Oh yes Dusk, they have become somewhat… naughtier, as of late." I slowly trotted up and put my fore hooves on his shoulders, preventing any kind of escape. "They used to be quite innocent. You returning to work on your farm, enjoying a picnic with your family, spending time with the child you lost." I could see a pang of regret hit him and I quickly changed the subject.

"Lately though, your dreams have taken a different turn. You had dreams about your wife pleasing you in new and different ways, but they don't seem to be about your wife anymore. Refresh my memory, who were they about again?" He didn't answer. I brought my left hoof and started to make small circles on his chest, his breathing became more erratic. "Dusk, who were they about?"

"Y-you," he finally answered.

"Yes. Me. And you know what they say. Dreams can come true."

"N-no, we can't... we…" My lips met with his. His initial resistance quickly parted as lust took its place. He kissed me back with full force as we practically wrestled on top of the throne. The hunger and longing that had been building up for who knows how long inside of him was being released. I broke the kiss suddenly on purpose to see his reaction. Clearly his hunger was not satisfied. I brought my mouth to his ear and gently nibbled it.

"Do you want this body?" I whispered into his ear. I heard his breathing grow faster the further my hoof trailed down his body. Before it drifted to his lower area, he managed to breathe out a reply.

"Y-yes." He said lustfully.

I made a mental note that I should help come up with an excuse as to why Dusk would not be home until tomorrow.

* * *

**Spitfire's POV**  
**Present day…**

I sat as far away from Carnage as I could. Unfortunately, that meant I was directly opposite him. So every time I looked up, he was there. I couldn't help but berate myself on how stupid this all was.

_Damn it, I'm a Wonderbolt, I don't let fear hold me back from anything. I've seen actual war zones before! I need to grow up._

Silver had explained to me what caused Carnage to snap like that. From outward appearance, he seemed like a gentlestallion. Apparently he even acted like one when he wasn't aggravated. He looked very smart in his vest, tie and hat, but I could also see his eyes and teeth and that kept reminding me of what I saw.

I've only been scared twice before. And I'm not talking about when somepony jumps up from behind you and shouts boo. I'm talking about real fear. When you think you're about to lose somepony, or you're about to die. That kind of fear. The second time was only a couple of days ago, when out of nowhere a savage monster attacked me and I swear if Silver had arrived a second later, I wouldn't be here right now. The first time I was that scared was when I discovered my powers. Not because of discovering them but… what happened after. It still hurts to think about it.

After 'Mr. Carnage' was introduced to everypony, we were all properly briefed by the Illusive pony and headed out into the city of Canterlot. Since we we're more than a little conspicuous as we essentially consisted of two monsters, a pony that looked like a burns victim, an A list celebrity, a world renowned DJ and a general bunch of odd looking ponies, we decided to stick to the roof tops and soon found ourselves with a great view of the castle. Since it was lunch and due to the Doctor's insistence that nopony should work on an empty stomach, we had to stop and get something to eat. Now we found ourselves sitting on a rooftop, eating some hay fries (which I really shouldn't because of how unhealthy they are.) Silver was sitting next to Carnage and Vinyl. I found myself sitting next to Guardian and to my annoyance, Fade. I wish he didn't feel the need to take a peek at my flank every half a second. At least I could now see his hooves since he was wrapped up in bandages and a brown coat. Silver was trying to press Guardian on his background which he was reluctant to share.

"I'm assuming you're a carnivore then, since you're not eating with us," she said. The only other pony who hadn't eaten anything was Ulysses, but I assumed that was because of the mask. How he ate was a mystery.

"Yes, in the Everfree I would usually dine upon any creature I could find. These 'hay fries' do not suit my stomach." I inwardly wretched at the idea of a chicken or a bunny being devoured. Me and Soarin always found performing in Griffon country difficult because there were very few vegetarian options over there. I recalled the time we dared Rapid to swallow a piece of fried chicken. The look on his face as he tried to swallow it is one I will never forget. I missed my friends. This was the first shore leave I've ever taken in over eight years. That fact surprises a lot of ponies, considering I've been performing with them since I was eighteen. The youngest Wonderbolt ever.

"C'mon Guardian," Silver persisted. "Won't you tell us more? Don't you trust me?"

"Quite frankly, I don't trust any of you," he replied.

"Smart stallion," commented Carnage.

"Excuse me for interrupting, your majesty," Shadow said as apologetically as possible. She'd been like this ever since she discovered the 'Prince's' lineage. Technically, Carnage never gave up his title so he was still royalty. In fact, if Silver is to be believed, if Celestia and Luna die, he would technically be next in line for the throne since he is also the eldest. The other children that Celestia has had over the years have died since they were born mortal. None of them ever became Alicorns for one reason or another. "But could you remind me what we're doing again, Silver?"

"It's simple," stated Silver. "We kill the Batmare." There was a pause at that before I ended up asking what everypony wanted to ask.

"… What?"

"Um… never mind. Again, all we have is that whatever is going on, we'll find out in this city. We have one lead, but the entire city to cover so the Illusive pony wants us to split up into four groups." Silver Tongue walked into the circle and began to pair everypony up. "Spitfire, you will work with Ulysses to scour the skies." I looked over to my now partner who didn't even acknowledge the pairing. He didn't move his eyes towards me or nod in response to Silver. In fact, he hadn't said anything at all. Did he even eat? That mask would always get in the way. He certainly didn't join in for the meal. Ever since I met him, he'd been nearly always silent. Silver signalled for me to join him so I trotted over and sat down next to him. Again, no reaction. Either he really didn't care at all, or… No, he probably didn't care. Funny really, I was so used to getting even a small reaction just by trotting into a room. That's what fame will do to you I suppose.

Silver continued. "Fade, why don't you team up with the delightful Shadow, and our big friend, Guardian." Heh, that was clever. Place Romeo with a mare who will break his leg if he tries to flirt with her, and a Stallion that scares the crap out of him. That will keep him on course and make sure he doesn't wander off. I noticed how he gingerly made his way to the other two as Shadow gave him a death glare. "Vinyl told me it would be a good idea to cover the city centre for suspicious ponies, so she and the Doctor will go over there." Vinyl seemed quite eager to join the Doctor and he gave her a warm smile. I knew the two apparently had some history, but I couldn't help but feel that there was some sort of other motive. "And finally, myself and Mr. Carnage will check out the office. According to Illusive, we may find an important clue there."

_Well that isn't a surprise_, I mused to myself. For the first time today, I heard Ulysses speak.

"Interesting, isn't it?" He mused aloud. Everypony turned towards the usually silent stallion.

"What's interesting?" I asked.

"A predator will target the weakest link, instead of going for the strongest. It will only target the strongest when it is at its weakest." Oh brother, he's one of those stallions. The kind that feels like it has to give every answer as a cryptic clue.

"I can attest to that," said Guardian, "but what does that have to do with any of this."

"The monarchies approval ratings have never been lower. The Equestrian citizens don't feel as safe as they used to. First, their world was turned to utter chaos by Discord, then the palace itself was invaded by a race that could look like anypony, and only a couple of months ago, we were all nearly turned into metal robots without feeling or emotion. Each time, we were narrowly saved. And not once by the Princesses." He explained slowly.

Carnage interrupted Ulysses. "So what? My mother and my aunt are incompetent. I could've told you that."

"When ponies lose faith in their leaders, they turn to others for guidance and leadership. That is when the predator strikes. That is when the predator assumes control." For some of us, we began to understand where Ulysses was leading to. Others still hadn't quite got it.

"Wait, Timberwolves are trying to assume control of Equestria?" Asked Vinyl Scratch. I wanted to facehoof so hard after that comment.

"No, the predator would not be so obvious or driven by instinct. We are working for a stallion who is holding information back from us. He wants us to stop a certain group, but to what end?" Shadow grabbed the spear by her hoofs. I noticed she did that whenever she felt threatened or somepony was implying that the royal family was in danger.

"Are you trying to say that we might be simply opening the door for the Illusive pony to take over?" She asked with an aggressive tone. Silver interjected though.

"No, that's not true," she said in desperation. She suddenly became rather flustered. "Look, my dad told me that this pony wants to keep Celestia and Luna in power. My father has never been wrong about this kind of stuff. The Assassin's would never work with a pony who had intentions of taking over the monarchy. Believe me, he's legit when he says he wants to help."

"Perhaps," responded Ulysses. "However, it doesn't change things for me either way. As long as he gives me what I asked for at the end of this. If you expect me to fully trust somepony who won't share his name, then you're going to be very disappointed." An awkward silence fell amongst the entire group. Nopony was in a very trusting mood this morning to say the least and who could blame us. Clearly we were all here for our own reasons and not many of us felt like sharing. It was never like this with the Wonderbolts. We flew together, worked together, heck, even showered together. We shared our entire life histories with each other as well.

_Minus the whole whole fire powers part_. It was hard not to trust each other, we are a family. I saw the same thing with the elements when I met them. They were more than friends, but they weren't lovers, they were a family. A tight nit group that could never be broken apart no matter the challenges they faced. We are not even close to that. We're more akin to a time bomb. Still, maybe if we got some victories under our belts, we might start opening up a bit. But that's a big if. The silence had gone on long enough in my opinion.

"Alright, listen up troops," I barked out. Everypony turned towards to me. "I don't know the whole story either. So we should go out there and find out. The first step is to discover what we're up against. Who's with me?" I received a series of murmurs and nods from everypony present. I suppose that would have to do.

"Ah, before everypony goes, I have a little present for all of you," announced Silver. Everypony turned towards Silver who was rummaging in her pocket. Fade, who was beginning to unravel his bandages couldn't help himself.

"Oh, is it a kiss darling? I'll be more than happy to receive."

"Smooth there, Romeo," commented Shadow. Silver skillfully retorted.

"Sorry Fade, you're not my type. I'm more into the hard core, gentlestallion kind of guy," she smirked. My eyes couldn't help but drift over to the electric blue stallion to the far right of me. And judging by everypony else's expressions, they couldn't either. Carnage seemed completely ignorant though. "Ah, here we are. Everypony take one." She dropped the small objects on the floor. They were white and round with some kind of speaker on the side of them. The Doctor quickly grabbed one and scanned the small object with his weird screwdriver.

"I've seen this before, you shouldn't have this technology," he said. "This was used during the Cyberman invasion."

"I thought they looked familiar. What's your game, Silver? Trying to control us or something?" Accused Vinyl.

"Hey, relax you two," assured Silver. "These are purely to communicate with each other from long distances. There is no mind control elements in these earpieces. It's true that the Illusive pony acquired them after the invasion and modified them. They are completely safe." The Doctor stopped scanning the device and placed it in his own ear.

"She's right, they're safe," he announced. With that everypony began to place one in their ear. Fade already disliked his and he wasn't shy in pointing out it will be weird to see a floating earpiece hovering in the air. Silver was ahead of him though, and gave him a special invisible one the Illusive pony developed.

"Okay, when somepony is making a call, you will hear this noise."

**watch?v=x9Kg9wM48Wo**

"You then simply press this button here to answer it. And this button is to make a call." With that sorted, we quickly left the rooftop as discretely as possible. I had to carry Ulysses due to his busted wing. I made a mental note to ask him about that later.

* * *

**Silver Tongue's POV**  
**8 minutes later…**

"… So I threw the senate at him." I busted out laughing.

"Wow, the entire senate? How many ponies was that?" I asked.

"Hmm, around fifteen if my memory serves me correct." I had to be careful not to hold my sides while flying through mid-air. I knew after only a moment of meeting them that there would be three ponies that I would have trouble getting to open up to me. Guardian, Ulysses and Carnage. Carnage was quickly being broken down though. However, trying to find out more about the supposed living weapon would have to wait until we raided the office. We flew near the window and peaked inside. We didn't see anypony about so this was our best chance.

"Okay, you ready to do this?" I asked. His reply was him unsheathing the blades in his forelegs. "I had a feeling you'd say something like that." I brought out my own hidden blade which I had used to take out many a pony and picked the lock on the window. Nopony was looking up at us and the blinds on the window were down so we had to hope we wouldn't run into anypony. I slid the window up and we looked inside. It was a small office, the lights were off and since nopony was in sight, we flew in quietly. I didn't imagine sneaking and espionage was Carnage's style, but he hadn't made any complaints yet so I didn't ask.

As soon as we floated in, we could sense an eerie atmosphere. Like somepony or something unnatural had been here before us. Papers were scattered all over the floor, shelves were in disarray, and the smell was something foreign. It smelt a little like wax. I noticed Carnage trot towards the office door. He peered through the keyhole, but simply shook his head.

"I think we're the only ponies on this floor," he said, "perhaps the only ones in the building. What is this building for? What do ponies do here?"

"Honestly, I don't know." I'd been to Canterlot before, but this building was so inconspicuous. You wouldn't give it a second glance along with the other buildings. Perhaps because it looks so generic and similar to the others. How long had this place been like this? "Have you ever seen anything like this?"

"Disappearances? Yeah, a few. This feels more eerie though. I can smell… wax and… bugs? Like cocoons. I can't hear anypony else either so I think we're safe from being discovered." I relaxed a bit when he said that. "Normally I knew beforehand who was behind the disappearances. Usually solar guards who had taken farmers and workers to be 're-educated' on who the rightful ruler is. I read up on the war y'know."

"Oh really? Why's that?"

"I wanted to see what history remembers. They practically make it out that mother had no supporters. In fact, they make it out that only Mother and Celestia fought. It was all of Equestria, heck, in the end, it was the entire planet. The Changelings, the Buffalo, the Dragons, the Wolves, the Zebras the Sea ponies…"

"Sea ponies?"

"Oh, they're still a myth, aren't they? Mother did say they would never want their existence to be widely known. They used to capsize solar boats for the Luna republic."

"Heh, the more you know." My attention was brought back to the task at hoof. I thought my best bet was to start looking through the papers scattered about. "Alright, I'll start wading through this mess." He nodded at me.

"I'll look around the complex, be back in a few." He tipped his hat to me and departed through the door. Such a gentlestallion, a rare trait if you aren't super rich. And after my encounter with Blueblood, it appears to be rare amongst the one percent as well. My initial look revealed graphs and figures. Further inspection showed that they involved biology. It was surprisingly vague though. They were doing something to Ponies or maybe some other creatures which either made them stronger or enhanced some other ability, but that's about all I got. I could only assume it was because whoever these ponies were, were worried somepony might stumble across this so they kept the information limited. That way, only ponies told previously would fully understand all of this. Around ten minutes later, I could hear Carnage coming back and I was about to meet him at the door when something caught my eye.

It was a big, black folder. It seemed to be somewhat untouched and not thrown about. Whatever was in there was either of no importance, or so important it had to be kept in one piece. There was nothing else on it, just black. I opened it up and discovered that they were orders. A mix of agreements, contracts and delivery dates but again it was vague. The only thing I could make out was that it was definitely metal. Metal x to be precise. Either they stumbled across something even they couldn't identify or again it was an odd security measure. Maybe they didn't trust the grunts that worked for them. I heard the creak of a door opening and Carnage approached me from behind.

"I was right, the entire place is empty," he said, "my best guess is that this place is used off and on. They've come through recently but that's all I can say for certain."

"I think I can back that up, take a look at this." I pointed to the dates on the piece of paper in the folder. Today's date was marked for a delivery of the metal. I saw Carnage's unnatural eyes scan the paper.

"Metal of that quantity can't be carried around by Pegasi, there's too much of it. They obviously want to keep what they're doing a secret. They must be carrying their cargo in large carriages. Plenty of those must constantly be coming through Canterlot. They would just be an everyday occurrence."

"You're right. We need to tell the others." I pressed the call button on my earpiece. "Everypony, we're looking for a large carriage that will be carrying a significant amount of metal objects. That will lead us to where we need to go."

* * *

**Doctor's POV**  
**2 Minutes later…**

"So, at one point you were just a normal human?" Vinyl asked me.

"Yes, I had to do it in order to evade the family of blood, but that's another story. I have no idea how humans function with just one heart," I replied. "Then again, I didn't know you could pick up things with your hooves. That is fantastic."

"Hooves are fantastic?"

"No you're right, too strong a word. Their brilliant!" Vinyl shook her head at me.

"You're as weird as the last Doctor."

"Really? Ponies keep calling me weird. In fact they never really shut up about it. They also keep asking me 'Doctor Who?' Nice to see some things never change." Vinyl snickered a little at that. Vinyl had suggested we take the cities centre. Normally I would make the plans, but Vinyl's reasoning had convinced Spitfire that hiding in plain sight would work best in the busiest area of the city. Talking to Vinyl was… interesting. I acted like her Doctor, talked like her Doctor, but I wasn't. It wasn't something she could forget. I could read her face, and what it said was that she was talking to a cheap copy. That was just something I would have to accept.

"You know, my Doctor had to become a regular pony once to avoid being taken by an alien army. It appears you both had similar adventures," she noted.

"That isn't surprising," I replied. "We were practically identical apart from our physical appearance and how we handled the Time war."

"Yeah… I still can't believe what he tried to do." Vinyl hung her head in disappointment. The small frown on her lips was the best indicator that she missed her old Doctor, the one in his final act, called himself the Master. The most disturbing thing about that to me was how easily I could have ended up like my counterpart. I shook my head and scanned the crowd but I saw nothing suspicious. It was rather frustrating when you were looking for something yet you had no idea exactly what you're looking for. We were looking for a large carriage. Something big enough to carry large quantities of metal discreetly. Right now we were in the city centre with no roads in sight. Vinyl appeared to shake herself out of her glum and asked me a question.

"So, you're good at finding things, ain't ya Doc?" I nodded.

"Oh yes, they call me Captain Finder. Actually they don't call me Captain Finder. I don't want to be called Captain Finder. Never call me Captain Finder."

"Well, 'Captain Finder'. Do you think you can find whatever we're looking for amongst that?" She pointed her hoof towards the centre. There were ponies galore, busily going about their business. I noticed the more upper class looking ponies were avoiding any pony that looked remotely poor. This consisted of Earth ponies and anypony who was working at a food stand or on construction. I noted some of the funny looks that I had received since arriving. There was still a problem that persisted in Equestria that could be mainly found in Canterlot. Classism.

I had travelled through a number of keypoints in this planet's history and I'm happy to say that it isn't nearly as bad as it used to be. However, it was still present. Vinyl, despite being a Unicorn, was looked down upon due to her 'style'. Although the bits she had collected allowed her to perform anywhere she chose. Vinyl had told me that she had to make the apartment arrangements for her and Tavi because some upper class ponies would turn away Earth ponies seeking to rent an apartment.

One thing that had allowed Octavia to perform in Canterlot was where she came from. She had told me she was born from Unicorn parents. Much like the cake's twins, some of their Earth pony ancestry (which apparently they were never aware of) had led to Octavia being an Earth pony. They loved her all the same and never treated her any different, in fact she had many Unicorn friends in college which she told me was a sign that things were changing. Vinyl had told me that Octavia was doing well but hadn't said much more on the subject. To be honest, despite all the things I had seen, during my time away there was one mare who was on my mind all the way through. Octavia Philharmonica. It was reminiscent of the time that I lost Rose. Unlike Rose though, I chose to leave Octavia behind. Also unlike Rose, I promised Octavia I would come back.

"The obvious problem here," I began to surmise, "is there are no carriages in this area. No roads either. And from my studies, I'm sure that the number of Pegasi it would take to carry said items would be too conspicuous. We'll have to leave and start walking down the roads if we have any chance of finding what we need." As I began to head out of the area, Vinyl's voice beckoned me to stop..

"Hey, real talk," I heard Vinyl call out to me. I turned to her as she wore a serious expression, something that was almost alien on the part mare. "Do you know why I wanted to come here?"

"You said that the ponies were looking for what would most likely be hiding in plain sight so we should head over to a busy public area. I get the feeling that wasn't the only reason tough."

"Yeah, that was one part of it, but there's another reason." She pointed towards a tall building quite close from where we stood. "That building right there, is where me and Tavi live. Look, I respect the fact that the whole relationship thing is kind of new to you. I mean you did tell us you were a granddad and all but that isn't my point. I also get that this whole universe is new to you and you needed to get your hooves wet before doing anything else but… Tavi has been worried sick." Guilt hit me quickly. To my shame, I left another one behind. Only this time it was a pony. Somepony that was in love with me. Me, going domestic. What a horrifying thought. Perhaps that was the real reason I left.

"I know. I promised her I would return," I said.

"Yeah, and your back. Heck, I understand why you didn't visit her straight away. You were picked up by the Illusive pony, just like me. But you could have visited and you know that. She told you we would be in Canterlot. She told you to see her as soon as you could, so why didn't you?" I stood there looking at her blankly because I had no answer to give her. No decent one anyway. I had only excuses. She grunted in anger as she stared intensely at me. "Your silence says it all. Well now's your chance to make it right. She's home right now, so go talk to her."

"I-I can't."

"Why? Why can't you?"

"BECAUSE I'M STILL IMMORTAL!" A number of ponies in close proximity turned to look at us, but quickly went back to whatever they were doing. Vinyl raised an eyebrow at me.

"So? The other you was immortal too. It was because he would regenerate when he was close to death. Heck, I saw him do it once. What does that change?" I let out a heavy sigh. I never liked thinking about this. I was old. Too old. I trotted up right next to Vinyl and led her away from the apartment complex. As we walked I resumed the conversation.

"I'm sorry I got angry at you. I've had this conversation more times than I wish to count," I assured her. "Let me put it into perspective for you. Imagine loving somepony, and that pony spends the rest of their life with you. But you could never spend the rest of your life with them." I paused so she could take it in. Slowly I saw her expression change to one where she understood. "Octavia will wither and die in front of me. Me, I'll continue. That was the curse of the Timelords, and apparently, the curse of the Timeponies as well."

"Is that why you've really been gone?" She asked cautiously.

"No, I had to know more about the world I live in before returning. My full intention was to return to Octavia. But, slowly it began to dawn on me. To you, I've been gone for over six months. For me, I've been gone for 10 years." Vinyl gasped slightly and I received a quick slap around the face for my trouble.

"You dummy, why are you so selfish?"

"Excuse me?"

"Don't you get it? You have the chance to make that mare, living in that apartment block, the happiest mare in Equestria, just by walking through that door. I get that you're scared. I understand it may hurt in the end. But can you really go on knowing that you'll miss all that time with her?" She had a point. I would probably wonder a lot but…would I really be doing the right thing? What does she know? She'll wither and die like the rest of them. They always die. Before I could respond, we both heard the tiny ringtone go off in our ears. The look Vinyl gave me, told me we weren't done talking. As we answered the call the voice of Fade greeted us.

"Everypony, I've found something…"

* * *

**Fades POV**  
**10 minutes ago…**

Do you know what the point of being invisible is? To not be seen, to not be conspicuous at all. And I, the master of stealth, had been partnered up with probably the two most head turning ponies in our group. Minus Spitfire's sweet flank. That could turn more heads than the giant fucking spider. At least he had the common sense to stay off the street so he didn't cause a mass panic. Instead, he was following us on the rooftop. Unfortunately, the 'delightful' Shadow Heart decided she didn't trust me. So, now she was following me about everywhere. Luna guards were incredibly rare to see during the day, even at night you would be lucky to even get a peek at them. So while I could have been completely invisible while sitting on this bench, everypony was gawping at the Luna guard sitting on the other side. And since she wanted to see where I was at all times, I had to put my bandages and coat on so now it looked like she was hanging out with a pony who just left the burns ward. It's moments like these when I wonder what I did to deserve all of this. Well… okay I kind of did deserve it, I'm certainly no angel.

In case you couldn't figure it out, we were by the roadside, watching the carriages and ponies trot by. If there was anything I was good at, that was pony watching. That and pinching bits from purses.

I'm a patient Stallion, an old mate of mine used to say I would make a great sniper, but I'm not that methodical. I've never gotten those ponies that name their weapons and talk about their weapon as if it was their lover. That shit's just weird. I suppose on the positive side, I technically don't have to be invisible or that inconspicuous for that matter. When I'm told to find or get something, I get it. Like my father before me, I have a rare natural talent for being able to pick out even the tiniest object in a sea of ponies and take it. It's sort of like a sixth sense of mine. If I was told to get a priceless helmet, I instinctively know where to look. Now that I knew we were looking for a large, suspicious carriage, my intuition brought me here, much to the confusion of Shadow Heart. In the end, she would have looked crazy if she was talking to thin air so that was another reason I was forced to put my coat and bandages back on. I looked like I just came out of the hospital after every bone in my body broke. Because you know. That won't draw anyponies attention.

"So tell me again, why did you bring us here?" Shadow asked me. I let out a sigh. I hated trying to explain this to others.

"Look, sometimes I just get these feelings and impulses when I'm looking for something. And they've always pointed me to where I need to go."

"So we're here because of a 'feeling'?"

"Yep, got a problem with that?"

"Normally I would, but I have too much on my mind right now, so I won't be any help today." Oh brother, I knew where this was heading. Might as well get it over with.

"Alright, I bite. What's the matter?" She grabbed onto her spear that was resting on her lap and held onto it tightly.

"Do you think his majesty is still mad at me?" I took me a moment to figure out who she meant by that, then I realisation.

"Who? You mean Jaws?"

"Jaws?"

"Yeah, Carnage. I'm talking about his sharp teeth." She nodded. "Look, don't worry about it. We all took a shot at the guy. And the one who actually took him out is still alive. Hell, I think he has a thing for her."

"You are most likely right, although I can't believe I'm saying that." I couldn't help but smirk, but she wouldn't be able to see it. "But my loyalties to Princess Luna have left me in a compromising position."

"How so?"

"That is her son. Who she believes is dead. Normally I would tell her at once but before we left, the Illusive pony told me that the prince does not want her to know." When she said Prince, I assumed she was still talking about Carnage.

"Yeah, he told all of us the same thing."

"But that's where the issue lies. I am deceiving the one I swore to protect with my life. I swore to protect this country with my life. It is difficult for me to justify to myself that I am doing the right thing."

"Look, you're not lying to her, you're just not telling her something. Aren't you supposed to take orders from all royalty?"

"Not exactly, all the guards have been told that we no longer take orders from Blueblood. You only have to look at a weekly newspaper to see why that is." She made a good point and I had to chuckle because of how much sense that made. "Plus, my main loyalty is to Princess Luna, she can override anypony else's commands that we're given to me."

"Well if she never knows, then she can never override the command. And since the command is to not tell her something, you're in the clear." I could see her face scrunch up in thought at what I said. To my surprise she actually calmed down. I was more surprised though that I was able to resist checking out her flank for a whole five minutes. That might have been a new record for me. Gotta say though, she was strangely hot, in a 'I will kill you' way. She let go of her spear and gave me a surprisingly soft look.

"Thank you Fade, I suppose you are…" Something tingled in my spine. I was about to get what I wanted.

"Hold on a moment sweet cheeks, I think we're about to find what we're looking for." I pointed towards the road and simply leaned back and waited. Shadow looked at me with a puzzled expression and after a moment of nothing but ponies walking about, she snapped at me.

"What the heck was that about? There was…" Before she could finish a large red carriage pulled by four smallish stallions began to pass us. I was thankful that it was impossible to see my smug grin as I probably would've received a whack around the head. All the royal carriages that transported supplies were red but there was something off about this carriage, and before I could point it out, Shadow beat me to the punch.

"Hold on, does the royal insignia on the carriage look funny to you?" Indeed it did. Despite it being the correct colour, black. The actual symbol was on the smaller side. In fact, as it passed us a little further, we looked at the back and there was no registration plate on it. All royal carriages had registration plates so ponies could find specific items more easily, and this one was conveniently missing one.

"I believe we've found our suspicious carriage." I signalled to her to fly us up to the rooftop. I hated flying, as an Earth pony I like to keep my hoofs firmly on the ground. Once she flew me up, we ran to Guardian who was patiently waiting in the centre of the rooftop. "Yo, Guardian, we need you to follow that carriage."

"I cannot," he replied.

"What do you mean you can't?" Questioned Shadow.

"If I do as you ask, I will surely reveal myself to the ponies below and that is not an option. The gaps between the buildings require me to be slow and careful so I am not seen. They are not the same as moving through the trees."

"Fine," I said, "I've got another idea, let's call the others." I put my hoof up to the earpiece and pressed the call button. "Everypony, I've found something. It's our suspicious carriage…"

* * *

**Ulysses POV**  
**1 minute later**…

"… Again, look out for a large red carriage. The royal insignia is smaller than usual and it's missing a registration plate." The call ended and I switched my focus to looking for a carriage that matched the description given to me. As soon as the call began, I told the mare carrying me to place me on top of the roof of the building we were heading over. It was extremely tall and a good spot to look over the city through a sniper scope. First, I looked over to where Fade, Shadow and Guardian were meant to be. When I spotted them, I moved along the road and soon enough, I found the carriage. It was now a waiting game. Follow the carriage until it stopped, and that's where our enemy resides.

Spitfire was fidgeting behind me. She had control, but no patience. Working with a partner of any kind was alien to me. Even when I thought I had found my home, I still worked alone. It was easier, as my work only required one pony. As a courier, that same rule applies. The packages I would deliver were special, and a lot of the time, illegal. It did not matter to me, but only recently I came across a package that stirred me; reminded me of what I should be doing. She is the last one, and I will find her. The courier that changed my life.

"Hey, are you sure you have the right carriage?" My train of thought and concentration was interrupted by the voice of my, 'partner'. I quickly found the carriage again which I lost for only a split second as it continued towards the edge of Canterlot.

"Yes, I am sure. Please do not distract me."

"S-sorry," I heard her splutter. She was likely not used to receiving such a cold response from a pony. That must be from her celebrity side, though I wouldn't know much about that. As I continued to follow the carriage, I noticed something odd. The ponies pulling the carriage were all on the smallish side. Normally you would have to be a larger pony to pull a carriage of that size. In fact, with the right sized ponies, you would only need two. Strange that they would hire individuals not built for the task and cost themselves more money. Again, my train of thought was interrupted. This time it was a feeling, a feeling of eyes on me. Specifically on my back, and I knew who was staring at me.

"You may ask me if you wish." She let out a gasp, I couldn't see her face but I imagined it was one of surprise.

"Wh-what do you mean?"

"You've been staring at my dead-wing. I know you want to ask how it got like that," I replied bluntly.

"I-I'm sorry I… did you burn it?"

"Yes, it was burnt. But not by fire, it was something I did not think could exist on this earth."

"What do you mean by that?"

"It was from a weapon. A weapon most do not know exists. I doubt the monarchy is even aware of its existence. It makes no difference to me, though. I have always preferred to walk the path of life rather than fly over it." I kept focused on the target. It was easier now since the taller buildings were no longer in the way due to the carriage heading to the edge of the city.

"I've never used a gun before," she said suddenly. I believe she was trying to make idle conversation. Normally I would have ignored her, but something piqued my interest.

"I thought you said you've been in warzones?"

"I have, we fought with the Griffons recently in their short war with the Diamond Dogs, but I never needed a gun. Griffons never use them and I barely saw any action. It was all over after a month of our arrival."

"I see. The Griffons have always had a taste for combat, and I believe the war you're referring to was one of the few wars they didn't start. Their thirst for combat quickly disappears though when they begin to lose."

"You've got that right. Shoddy training as well. They only showed their recruits a few basic fighting moves and that was it. Didn't show them how to protect themselves while falling, no CQC, no endurance training. It's like they only wanted their cadets to be cannon fodder."

"You train your recruits?"

"Yep. I train them all in the stuff I mentioned and more. As well as the captain, I'm the head trainer as well. I've got a shortlist of who I want next year and I know a certain element of Loyalty who's on the top of my list. Good kid. She'll make it even bigger than she has now."

"Are you referring to the one who can perform a sonic rainboom? I would have thought she would have joined your ranks by now. It is no secret among the press that she eyes a place amongst your group."

"We would have, but Princess Celestia didn't like the idea of one of the elements getting caught up in a military group. Mainly the risk of her getting killed or us taking advantage of her. We only recently convinced her to let it go, so now she'll definitely be joining up. Not gonna go easy on her though."

"And you shouldn't. If you want the best of somepony, you must push them to their full potential."

"I wouldn't have taken you for a pony that follows the news, especially celebrity gossip."

"I have researched your backgrounds. Yours was very easy to find out. The other stories were just related." I realised that I had let slip more than I wanted. Even hinting at my history could be dangerous, so I quickly ended the conversation. "I need to focus. The carriage appears to be heading to its final destination."

"Alright, where's it heading to?"

"The edge of the city." The more I continued to follow the carriage, the more certain I was that this was too shady for it to be a normal delivery. It appeared that Fade had some use after all. After a moment, the carriage pulled into what appeared to be an abandoned warehouse complex. Nopony was around the area; in fact, the entire block appeared to be deserted. "The edges of Canterlot do not match the cities beauty. They've pulled up into an abandoned warehouse complex on the edge of the city."

"Alright, I'll call…" Suddenly I spotted something happening to the four ponies pulling the carriages. Their bodies were engulfed in green fire as a creature made his way out of one the warehouses to greet them.

"… Spitfire... I know what we are up against..." Their black bodies were now revealed as they pulled the carriage into the warehouse. "Changelings... they are Changelings."


	5. Chapter 4 - To the Sound of Trumpets

_"It is forbidden to kill; therefore all murderers are punished unless they kill in large numbers and to the sound of trumpets."_

_- Voltaire_

Chapter 4: To the Sound of Trumpets

**Nightmare Moon's POV**  
**Roughly 1000 years ago…**

"Dusk, at this point, you are one of the only ponies I can trust to tell me the truth. In one word, how did the battle fare?"

"Disastrous," he replied bluntly. "Not because of poor strategy or lack of strength in our armies, but because of one Stallion's hurt ego." I furrowed my brow in rage. I could've shouted, I could've lashed out, but for once, I didn't feel like doing anything. I was just disappointed, deflated even. In one battle, my plans to save Equestria had been set back by at least a year.

All I ever wanted was for my people to enjoy the night. The voice always said that they had to be shown the errors of my sister's rule. Her support of the slave trade, her funding of the UDL. Why did they not seem to care that they were living in an unequal society? It wasn't lost on me that the majority of ponies that broke off from Celestia's side to join mine were Pegasi and Earth ponies. The unicorns were too busy trying to keep their slaves on a leash.

As usual, Dusk was avoiding eye contact with me whenever he could. Ever since that night we first made love, he'd always had a look of guilt on his face. He was like a puppy who knew he had done something wrong. Dusk had joined the rest of the army on the final push against Canterlot. He was an eyewitness to the disaster that took place, and from what I had already heard, I know the Stallion responsible for all of this.

"Alright Dusk, tell me all…" He was staring at my eyes again. Lately my body and been going through… changes. My eyes being the most notable change. My teeth felt like they were getting sharper, my mane was also changing slightly but that was less notable. Mother said there might be days like this but I don't think she was referring to this. It wasn't a problem though most of time, and if anything I feel more powerful than usual. It was frustrating, though, when somepony noticed and couldn't stop looking at my eyes. The odd thing is that I'm starting to look more and more like my son.

**"DUSK!"** Dusk nearly shot out of his seat as I used my royal Canterlot voice. "I TOLD YOU TO TELL ME WHAT TRANSPIRED! DO NOT MAKE ME WAIT ANY LONGER!"

"M-my ap-pologies, your majesty." He cleared his throat and began his tale. "I arrived just before it happened. The Solar ponies had lined their defences all across the city. I could see your sister Scorching Sun observing from above. She was accompanied by another Alicorn…"

"Another Alicorn, you say?"

"Yes, he bore some resemblance to Scorching Sun. I couldn't get a close enough look at him though." Scorching Sun was once known as Princess Celestia. Her giving into corruption was the powder keg that started this war. That was a story for another time though.

"They remained out of the battle. I presume they were meant to be a last line of defence. In any case, I joined General Putnam in organising the troops for the last push when Zarok popped out of nowhere." I narrowed my eyes in anger. It was just as I suspected. "Zarok found a pedestal and started to announce that he found the perfect way of stopping Scorching Sun and her army. I ordered Fortesque to pull him down, but then the ground began to shake."

"Zarok claimed he had just cast a spell that would give us an unstoppable army. As the ground continued to shake, bones began shoot out from the ground. They began to put themselves together as walking corpses started to roam the battlefield. The feeling among all of us was utter disgust. It was clear to me what kind of magic Zarok had dabbled with."

"Blood magic," I said with disgust.

"The very same. I doubt he was using his own blood, apparently his assistants were missing before the battle."

"**OUTRAGEOUS! HE IS AN ARCH MAGE! HE SHOULD KNOW THE DANGERS OF BLOOD MAGIC! IT WAS THAT KIND OF SORCERY THAT CREATED THE DARKSPAWN!**"

"Unlike the Darkspawn, these creatures were literally the walking dead. Zarok said they would do as he commanded but the creatures began to attack everything in sight. Solar and Luna ponies alike. Fortesque was the first to be killed and I personally ended Zarok's life myself."

"Good. I would have done the same. He deserved to suffer more," I muttered darkly.

"You know the rest, our forces were decimated and Putnam ordered a full retreat. They pushed us very far back. I'm sorry, Princess Luna."

I was so close to ending all of this. So close to bringing justice upon the slavers. So close to showing my sister the error of her ways. The voice couldn't help but announce its disappointment. The sentiment was mutual.

"Tell me Dusk, what of the Elements of Harmony?"

"They still have no bearers. Clover's theory that the elements are being hindered by the chaos on the planet appears to be correct. As part of the treaty, we continue the appropriate day and night cycles until a victor has been secured. Celestia possesses the elements of Magic, Laughter and Kindness. While we possess the elements Loyalty, Generosity and Honesty. Speaking of which, I have to give you my element back."

One year ago, I decided to give the three elements to those I trust the most. I intended to give the element of Loyalty to my son when he was old enough, and I gave the Element of Honesty to Dusk. He reached into his saddlebag and pulled out said element, and placed it on my lap.

"What is the meaning of this Dusk?" I asked, unable to hide my concern.

"I'll tell you in a moment but first, we need to find a way to lessen the blow to the troops. This will severely harm morale."

"There is no need to worry, I already have a plan of action."

"What would that be?"

"We create a Martyr. You claimed that Fortesque was the earliest to die. Did anypony besides you witness his death?"

"No, his death was quick and unnoticed by the others. Afterwards, the panicked started."

"It's simple then, we claim that Fortesque gave his life to stop the Solar defector, Zarok. We claim that Zarok gave Celestia a dead army and Daniel stopped him and his evil."

"But many soldiers saw me slay Zarok."

"Then we find said soldiers and swear them to secrecy. That will be easy enough, nopony will ever question the story. Trust me on this."

"I do,. Now on to why I'm giving you back the element. I am resigning." The silence that filled the room was almost unbearable, even for me. An unfortunate maid who had walked in at that moment quietly excused herself and practically galloped out of the door. Betrayal was the first word that came to my head. Anger began to cloud my mind as Dusk continued to look at me blankly. There was no emotion on his face and that angered me further.

**_He's betraying you. He's going to defect._**

_Dusk would never defect. He's had issues with some of my tactics but he would rather die than join my sister's side._

**_Perhaps he's had his fill of you. He's given you his fill in bed and now he wants out._**

_But… I thought he…_

**_You might care for him, hell, maybe even love him. But does he really love you back? Or does he love his wife more?_**

_No, I must ask him first. I mustn't do anything brash until he's explained himself._

"Dusk, I truly hope you have a good explanation to why you are leaving."

"I have two in fact," he said matter of factly. Dusk got off his seat and stood behind it. "The first is that I'm tired. I'm in my mid-thirties and I've already seen far more than anypony should. I can't do this anymore. More and more, our tactics have become more despicable, torture has become a necessity and you're appearance is beginning to match your sisters and your son…"

"Our son, Dusk. He is our son. Don't treat him like some piece of meat to be discarded when you don't want it." It was very difficult to teleport an object to you instead of teleporting yourself to something, however, I was no simple unicorn. My son, Carnage Moon, appeared in my hoofs as I showed him to Dusk. He was a little older now; soon he would learn to talk. Right now he only knew simple words, no more than four letters long.

Dusk could only stare at the sleeping form of our son. There was some resemblance between the two, even to the point where one of the maids commented how much the two of them looked alike. I never really found out if he cared about him at all. As a mother, I find it hard to believe he didn't feel anything. I would be an ignorant fool though, if I said that he wouldn't be justified in wanting to have nothing to do with Carnage or me anymore.

"I'm sorry, Lulu, but the other reason is guilt," he said with regret. "I love my wife with every fiber of my being. I just can't do this to her anymore. For a whole year, I've been lying to her face about my relationship with you. Honestly, I think she knows. The Apples have always been terrible liars." Tears were forming in his eyes. If things had been different, it wouldn't have ended like this. I think he knew that as well.

"My wife and I intend to go back to farming. Take a wild guess what we'll be growing?" He said with an infectious smile that betrayed his tears. Apples have always been my favourite fruit. "I'll be leaving at the end of the week. I will accept a dishonourable discharge if I must. Lulu, I will always have a little piece of my heart for you. But I can never give you all my love." He bowed to me and slowly trotted to the door. Before he left, he stole one last glance at the two of us. "Take care of him, won't you? I hope he has the chance to live, not just kill. And if you ever choose to tell him about me, tell him the truth. Honesty has always been the best policy." And with that, he left.

**_He left us._**

_He left us._

**_He betrayed us._**

_He betrayed us._

**_The sun betrayed us, the ponies of Equestria betrayed us, our lover betrayed us. The only thing that will never betray us is the night._**

_You're right. In the dark, we see everything. No betrayal can escape us. All the hidden desires of the world, we are able to see. They want me to protect them during the night? What a load of... HOW DARE THEM! HOW DARE HIM!_

For several long moments I sat there in absolute silence. My anger continued to grow with no sign of slowing down until my son's whimpers and cries knocked me out of my self-induced trance. I looked down in horror at what I was subconsciously doing. In my rage, I was crushing my own son in my forelegs. His tiny, frail body was at my mercy in my powerful Earth pony legs. I gently stroked his mane and cooed at him in a desperate bid to calm him down, but unsurprisingly, it had little effect.

"What have I done!? I was hurting my own…"

**_It wasn't your fault. It was HIS! It was all of their faults!_**

_But I…_

**_NO! They made you angry! They made you harm your son with their ignorance, stupidity and evil!_**

_Y-you're right! It's their entire fault. My sister will suffer for what she did!_

**_Good… very good…_**

For some reason, I felt slightly taller. I then remembered how to calm my son down. That lullaby that he loves so much. The one my mother, Queen Faust would always sing to me. I cleared my throat and as soon as I began, my son's tears immediately stopped.

_"Oh, the grand old duke of York;  
__He had ten thousand mares.  
__He marched them up to the top of the hill;  
__And he marched them down again._

_And when they were up they were up;  
__And when they were down they were down…_

* * *

**Carnage's POV  
****Present Day…**

"… And when they were only half way up; They were neither up nor down."

"Hey, are you singing a song?" The sudden voice that invaded my ears belonged to Miss Scratch, who was also invading my personal space. I have to break this annoying habit. Whenever I sing that song under my breath, I begin to reminisce, when I reminisce I get distracted, and when I get distracted a pony like Vinyl, who is as subtle as a flying whale who is playing Flank Sinatra's greatest hits, is able to sneak up on me. For somepony like me, that is embarrassing.

"Were you singing a nursery rhyme? I've never heard that one before." That caught my attention.

"What do you mean?" I asked. "It's a classic song about the great battle of York."

"Huh? Battle of York?" I couldn't help but scoff at this. She really didn't know?

"Unbelievable. What do they teach ponies in school today? The battle of York was one of the finest battles in Equis's long history."

"Sound's boring."

"Evidently you have little concept of excitement. Excitement isn't just found in wubs, crappy dancing and flashy lights. History is a great teller of excitement and adventure." I couldn't believe she was attempting to wind me up at a time like this. We we're literally looking over the enemies base of operation. Saying this was bad timing didn't do the situation justice. I had half a mind to back hoof her but I let it go. She was not a soldier, she was a glorified party mare like that Element of Laughter. If the stories that I've been told are true in any way.

"Oh, is a history lesson in order?" Asked the Doctor, who was sitting next to Vinyl. Silver, Fade and Shadow had left to scan the building from the shadows while the rest of us sat here on the roof. "I haven't heard of this battle myself, and I'm always looking to learn." Guardian only gave us a sideways glance as he looked back over the warehouse where the Changelings were. I could tell he was listening though. Ulysses was doing the same but looking through a sniper scope right next to us. Spitfire had actually returned to our base to report to the Illusive pony but she had been gone a lot longer than she was meant to, so we began without her.

Night had quickly descended over Canterlot and as I looked up at the moon, I inwardly grimaced. Some said that mother was able to see all through the light of the moon and I prayed they were wrong. However, for this kind of operation, night time was the best cover. I also felt better working at night. I felt at home then. It was a nightmare trying to adjust my sleeping patterns so I slept at night and awoke during the day. There I go again, reminiscing on old times. I could hear wings flapping in the distance and I noticed an orange blur quickly closing the distance between us. Spitfire had returned in the least subtle way possible.

Ulysses seemed to notice this too as he turned towards the blur with anger etched on his face. He muttered darkly to himself when Spitfire landed and greeted us.

"Hey, sorry I'm late," she gave us a salute and sat down next to the Doctor. There was no point in reprimanding her, although I might have a quiet word with her on espionage later. Her lack of experience in stealth was really starting to show. "A problem arose at Wonderbolts HQ. I had to send a message to sort it."

"You've arrived just in time," noted the Doctor. "We're about to receive a history lesson."

"History lesson? About what?"

"About one of the most legendary battles in history, and one of the most forgotten," muttered Ulysses. We turned to him but his eyes never left the scope. "A battle that took place before even Discord's reign. A battle etched into today's society."

"Huh? What do you mean by that?" Asked Vinyl Scratch. I understood what he meant so I decided to take over.

"Let me explain. As Ulysses says, this battle was eons ago. Before the formation of Equestria, before the Princesses, and before the reign of Discord. There was a small city called York. It sat very close to the Griffon Empire, which at the time, was far bigger than pony territory. The city was one of the few that had a mixture of Unicorns, Pegasi and Earth ponies and this was before the UDL or any of their bullshit. The Griffons, as usual, wanted to expand their territory so they attempted to take the city of York."

"Does anyone else see the irony that the Griffons now have one of the smallest territories out of all the races?" Asked a genuinely curious Spitfire. She had a good point. The Griffons war mongering ways of the past led them to a lot of conflicts they couldn't win and in the end they lost a lot more land than they ever gained. I nodded at her in acknowledgment and continued with my story.

"The battle was bloody and brutal and nearly all of York's army was defeated in the first conflict. At this point of history, mares were seen as second class citizens compared to Stallions." Spitfire and Vinyl's eyes opened wide at this while the Doctor scratched his chin in curiosity. "The leader of the army, who was known as the Duke of York, was forced to recruit them into the army as nearly all the stallions were injured or dead. So after some training he led them into battle. Miraculously, they won and pushed back the Griffons, even gaining some territory in the process. The Griffons never tried taking the city again and the story reached the four corners of Equis, till everypony knew. It changed how mares are viewed in society today."

"Holy shit. I Guess it was pretty important after all. My bad, bro." Vinyl extended a hoof in a sincere attempt to apologise. I stared at it for a moment before shaking it. I never really would have taken Vinyl for a pony who would apologise when they were wrong. Then again, I barely knew her. I barely knew any of them.

All of my new colleagues must have had some interesting tales to tell. I only really knew Silver's history but she didn't go in to large amounts of detail. From what I had gathered, Vinyl was a DJ but at some point she had become a vampire. Ulysses must have suffered some sort of injury to gain the mask he wore over his muzzle. The Doctor, from what I could gather from random pieces of conversation, was some kind of time traveller. The idea of that was a foreign one to me so I tried not to think much about it too much. Fade, if Shadow was to be believed, had some sort of decency within him, but I doubted that. How he became invisible was still a mystery though.

Guardian the Arachnapony dwelled in a place that I had formerly visited. The Everfree forest. A lovely place if you enjoyed near death situations. I assumed Shadow had joined the guard out of devotion for the royal family, but how she ended up as a servant of my mother was unclear. Finally, I could tell from the success and physical fitness of herself and the Wonderbolts that Spitfire was a surprisingly good leader, trainer, flyer and competent enough in combat to handle most opponents. She seemed rather green to actual combat though, like she basically lacked experience. All of them had their strengths and weaknesses, but I could grasp why each had been recruited.

Silver could read anypony she wished, Fade could find and take whatever he wanted, Shadow had the stealth, Guardian possessed the power, Ulysses had the precision, the Doctor had the high IQ, Vinyl was the best all-rounder and Spitfire definitely was the fastest. The question was, where did I fit in all this? The more I thought about it, the more I realised that everything I offered was already covered for. Why did the Illusive pony want me in this group so badly? My train of thought crashed to a halt when somepony tried to get my attention.

"I would like to ask you a question." Guardian was looking dead at me with his pure black eyes. You can get a lot from somepony just by looking at their eyes, but Guardian's were nearly unreadable. His entire face was pretty much the same. How do you read what a spider is thinking by looking at their face? I had to listen to his tone of voice, but he always seemed very passive-aggressive about everything. He was as ready to work with you as he was to bite your head off. That was always what I could get from him. The odour of dead animals, bark and tree sap that emitted from him helped to amplify his passive-aggressiveness.

"Yes, what is it that you wish to know." He took a few steps towards me as he looked down at me.

"I have never met the mare myself, despite how old I am. I am curious though, what was Nightmare Moon like as a mother?"

"Well… that's somewhat difficult to talk about."

"Why? Did she abuse you or something?" Asked the vampiric DJ.

"No, nothing like that. It's just… how do I put this." It was rather difficult to talk about because the thought occurred to me that I might come off as lying. "Are you prepared to believe whatever I tell you as the truth?"

"Yeah, sure."

"Of course."

"I see no reason why you would lie."

"Alright."

"Very well."

"Okay then. Um… I wasn't actually born from Nightmare Moon." There was a short pause as everypony gave me a blank stare in confusion. "I mean, I was born from her, but she wasn't Nightmare Moon yet." The Doctor was the first one to snap out of it and began the questioning.

"I thought you were born during the Luna/Celestia war. Is that not the case?"

"I was, but she wasn't Nightmare Moon yet."

"I don't understand. I was told…"

"Yes, I know the story, but all of you already know that it's partially altered. Everypony is told that Luna became Nightmare Moon out of jealousy and the two fought a single battle that led to Luna being trapped on the moon. However, I know why it's told like that. Because the truth is far more disturbing. I imagine if everypony knew the truth, many would see Celestia in a very different light."

Part of me felt good about finally talking about this, the other part of me was scolding myself for digging up the past. And another was reminding me the potential consequences of telling other ponies this information. It was like having a three way argument in my head, with each side doomed to argue for eternity. But… perhaps this could be an olive branch. A sign of trust among us all. Wishful thinking but there was still a trust issue amongst us all. I mean, I didn't like Celestia. She must have thought that burying her sins upon lies would hide them forever. All I had to do was start talking and I was certain the truth would begin to shine through.

Then again, was it really worth it? Had she really changed? Damn it, I'm going around in circles again.

"You know what, let's focus on keeping watch for now. Perhaps I will tell you later." Vinyl looked visibly disappointed at this.

"Awwwww, that's no fun. I want to know more."

"Trust me, right now its better we just focus on the task at hand." On cue, a familiar, sultry voice called down from above us.

"Well that's a shame. I was hoping you'd tell us your childhood days. I bet you were a cute colt." The voice belonged to Silver who gracefully flew down towards us. Spitfire could pick up a few things from her. Shadow practically exited from a shadow across from us and we could all hear a third figure approach which meant Fade had returned as well.

"Cute? I'm sure he was positively adorable while he was chewing up dead soldiers," Fade mused aloud.

"And I bet it was absolutely precious watching you try to steal everything that wasn't nailed down when you were young, Fade," Shadow countered with a smirk. Again, we couldn't see fade's expression but I was willing to bet it was something close to a frown. Silver was paying the other two no attention as she trotted straight to me and gave me a mock salute.

"Mission accomplished sir. We have identified all exits and entrances and how many Changelings are present." I shook my head with a frown. What the Tartarus was she doing?

"Silver, you're in charge, I don't know what you're coming to me for." She gave me an innocent smile which only made me realise she had something planned.

"Hush you. I only came here to get your opinion."

"Opinion?"

"Yes, I mean you know strategy right?"

"Well of course, I was… oh." I get it now, she wanted me to come up with the plan. Innocent enough, but I couldn't help but feel there was more to this. There was no point doing this now, though, as the Changelings could finish up any second and... I suppose it did make sense for me to come up with a plan of attack.

"Alright, I'll bite this once. What are we dealing with?"

"Okay, there is the main entrance at the front where they drive trucks and various other things through. The back exit is a simple door and luckily it isn't locked. There's another way in on the roof. Do you see the open window? It leads straight down to main floor where they're all working. We counted about twenty of them so if we sneak attack…"

"… No! No sneak attack." My raised voice brought everypony's attention towards me. "We have to give them a chance to surrender. It's a slim one and their likely not going to listen but I still have to give them a chance."

"Well said, Carnage. I for one agree with our leader," said the Doctor. I was about to correct him on who was in charge when Vinyl and Spitfire nodded their heads in agreement.

"I will not question you, your majesty. I trust your judgement," Shadow said with a bow for good measure.

"It would be simpler to kill them. You'll over complicate matters otherwise," Ulysses countered. He glared at me as if it would change my mind but I was already certain. Although he did have a pretty intense stare.

"I agree with Ulysses," said Guardian. "We gain nothing from keeping them alive…"

"Actually we do," interrupted Miss Tongue. "We need to know what they're doing right? What better way than to interrogate them. Although, I doubt they'll actually give up."

"True, but I learned a long time ago that jumping straight to murder makes us no better than our enemies," I countered. "I've killed a lot of ponies and I would rather not add them to my list of victims."

"Then what would you recommend we do?" Asked Spitfire.

"We need at least one of them alive. We cover all the exits. Spitfire will cover the top window in case they try to fly out, she can also fly in and pull anypony out if things get too hairy, but I doubt they'll be too much trouble. Ulysses, can you cover the front entrance from here?"

"Yes, I have a good view of the front. I assume you want me to take out anypony who tries to get out through the front."

"Yes, do that. Guardian, I'm assuming your webbing is very strong. I need you to make a trap around the back entrance. If anypony falls into it, don't kill them. We need at least one of them alive." Guardian simply nodded. He raised no further argument. "Doctor, I know you're not a fighter, so I want you to stay with Ulysses here and give us constant updates on the situation. Fade, you will back up Guardian. You have a weak ass buck."

"Cheers, nice to know I'm so valued on the team," he dryly commented.

"Relax, your plenty useful if today was any indication. Fighting just isn't your strong suit."

"I suppose that's true. Make love not war has always been my motto."

"I seriously doubt you've been doing much love making in your life," countered Vinyl with a smirk.

"Thank you for your irrelevant opinion Miss skanky DJ."

"What'd you say? If I could see you I…" The Doctor quickly stood in front of her as he acted as peacemaker.

"Vinyl, save it for the Changelings." He turned to me with a serious expression. "If you can avoid killing them, please do. You and I have seen enough bloodshed to last two lifetimes." I was tempted to ask what he meant, but I simply nodded in agreement.

"Anyway, this will leave Vinyl, Silver, Shadow and myself to face them," I finished. "We'll enter through the top window and give them a chance to surrender. If they refuse, act with extreme prejudice. However, if you can simply incapacitate them, then take that option. Only kill if you're left with no other option."

A series of nods and murmurs signified an agreement between all of us. As they all stood before me in expectation, I felt something I had not felt for a long time. I felt like a leader. Mother said that one day I would take command of her armies. All I ever wanted was to see justice done, but now I don't know what's right or wrong. This however, felt right. Maybe that was what Silver had been planning all along. I realise now they weren't looking to Silver for orders like earlier on in the day, they were looking to me. It wasn't a bad feeling. All I could hope for is that in a small way, I could live up to my mother's expectations. There would be time to think on that later though., Right now it was time to begin the mission.

"Alright gentleponies, you've all got your orders, so let's roll out!"

* * *

**? POV**  
**Meanwhile…**

"Wh-what do you mean you're leaving!?" Here we go again, dad's pissed at me.

"It means exactly as it sounds. I. Am. Leaving." I put extra emphasis on the last three words, so he would get the point. Some of the Changelings working around us gave me a sideways glance, but quickly returned to what they were doing.

This was it. I was doing it. There was no turning back now so I might as well go all the way with it. The single vein on dad's forehead began to throb as he started to get angry. I won't give in this time, though.

"You had better be careful what you say young mare. I am still your father…"

"…That doesn't mean shit anymore! I'm done. Once this shipment is sent off, I'm moving to Zebrica to start again. I can't show my face to King Daedalus after we left him for that botched invasion, so I'll appeal to Queen Roxane and see if she will accept me. Maybe then I can start moving on from all this crap."

"You dare to bring up King Daedalus? He is nothing but a coward and a traitor to our people."

"Dad, he's over a thousand years old. He's a lot wiser that you and I. He's especially smarter than that fake Queen we got suckered into following." I could feel the hostility in the room begin to increase, especially from my dad, but noling in the room seemed poised to attack so my verbal tirade would not halt. "I can't believe we got suckered into joining her rebellious group. When she started preaching about how we shouldn't have to hide anymore, I thought we were going to demand respect from the other races. Instead, it turned out that, just because she failed the royalty test, she got pissy and tried to destroy Equestria in her bitterness."

"Wrong! We we're meant to enslave them, place them in cocoons and siphon off their love energy so we would become stronger. Yes, the plan failed, but that was dumb luck."

"Dad, listen to yourself, you sound like a loon." A single strand of my short mane got in my eyes again and I quickly flicked away. Only Changeling females had manes, the males could only have them if they took the form of a pony or another creature with a mane. "We have this conversation all the time, and every time it sounds dumber and dumber. Now she wants all this leftover crap from that Cyberman invasion. Why? What use is all of this?"

"Why would we know? Were only grunts, we have not earned…"

"No, dad. We're better than this. We never felt worthless under King Daedalus…" My head snapped back as my dad slapped me with his hoof. The stinging pain on my left cheek was nothing compared to how angry I was.

"Don't say his name again," my dad demanded. "You think I enjoy doing all this? Well I don't! Our people can't keep hiding though, and what we did in Canterlot has only solidified that. War is inevitable, you foolish ling, and the sooner you realise that, the sooner you can start growing up and helping the Changelings ascend above all."

There was only one thing I could say. One thing I knew would make him snap.

"Mom would be disgusted with you."

I could see something snap behind my dad's eyes as the vein on his forehead was ready to burst. Steam practically left his nose as he snorted in anger and took a menacing step towards me. I didn't care if he beat me. I was going to be free soon. The beating never came though, as everyling in the room turned their attention to a new voice.

"Everypony, FREEZE!" A white pony with a vibrant blue mane was standing on top of a series of stacked boxes. There were three other ponies beside her. A Stallion in a fancy suit, who was glaring daggers at the white mare beside him, another white mare with who was wearing a white hood, and a lunar guard. The lunar guard was flying above us, ready to strike with her spear at a moment's notice. She appeared to be very well trained, judging by how she handled her weapon.

In a single moment, all my plans seemed to go up in flames. We had been caught. My plan to leave and have a fresh start from all of this was now well and truly dead. I had to stay calm though, I would only make things worse if I tried to bolt. Thinking of mom always chilled me out with happy thoughts, so that's exactly what I did. Memories of the hive in the Everfree, meeting King Daedalus when I was two, mom carrying me on the back of her carapace, Dad when he was a kind Changeling. The rush of memories helped to sooth me, but looking at all the faces in the room, especially my father, told me the feeling wasn't mutual.

Some faces were filled with nothing but fear. Others looked ready to attack at a moment's notice. Dad was definitely in that category. The tension was on the rise and showed no signs of stopping. Rationally, I should have realised they weren't here simply to fight because they hadn't attacked us. They could have simply got the drop on us when we weren't paying attention, but instead, they announced their presence. Were they giving us the chance to surrender? Did they only want something from us? I was tempted to speak up but the well-dressed stallion beat me to the punch.

"Thanks for easing that in, Vinyl." He shook his head in annoyance and turned to the rest of us. "Nopony panic, we're not here to harm any of you."

"LIARS! Everyling, don't listen to them!" Shouted my Dad like a crazy fool. I slapped him over the head in reflex and scolded him.

"Dad, shut up! You're going to get us all killed." He rubbed the back of his head in pain, trotting off to one of the crates. The Stallion continued.

"We have attained knowledge that you, or whoever you work for, is working with a pony group called the Templars..."

"Liar! Queen Chrysalis would never work with ponies… Gah!" A quick kick delivered to Dad's side quickly shut him up.

"… As I was saying. This organisation is very shady and has made numerous attempts at overthrowing the monarchy. Needless to say, we want to know what they're doing and stop them. If you all come peacefully, I assure you that none of you will be harmed."

"No! If I'm going out, I'm going out for the QUEEN!"

_Going out for the Princess? What the…?_ OH FUCK! My eyes opened wide in horror as my Dad was clinging onto an explosive device. I didn't even have time to cry out as my dad ran straight for the small group of ponies and set off the explosive.

"FOR QUEEN CHRYSALIS!" The hooded pony tackled the suited pony out of the way of the blast, while the other white pony moved at an unreal speed to dodge the explosion. The flames engulfed my Father. There was nothing I could do as dads black form disintegrated in the middle of the inferno. I doubted there would be anything left, apart from a small pile of ashes. There was no cry of pain either, which led me to believe he had died instantaneously.

Around me, hell had broken loose. The flames were beginning to rise from where my dad had killed himself. More than half of my fellow changelings had gone on the attack, only to be cut down or knocked out. I was still registering what I had just witnessed, but every part of me wanted to cry out in sorrow. He was an asshole. He was an ignorant jerk. He was easily led into any foolish crusade. Despite it all, he was my dad, and I was never going to see him again. Why did he have to kill himself? Why didn't he just give himself up? What had Chrysalis done to him to make him so loyal?

I snapped out of my shock as a Changeling fell down in front of me. I looked up to find the Luna guard cleaning house. She elbowed a Changeling who tried to sneak up on her, while she stabbed another in the leg with her other hoof. The fact she missed the hole and actually hit his leg was very impressive. I looked about to find my brethren were getting their flanks handed to them, courtesy of the ponies.

The suited Stallion was practically another pony now. The diplomatic persona was gone, and in its place was a savage beast. His eyes were now visible enough to make out his bizarre irises. His eyes were like a crocodiles, and his teeth were razor sharp. He swung his foreleg that had a blade sticking out of it. It nearly cut a Changeling in half. All the while, electricity was crackling from his body. Any Changeling unfortunate enough to touch him was shocked by the results. His face remained away from the direction of the small fire. It looked like he was trying to avoid looking directly at it. The white mare in the hood sunk some sort of hidden bladed into the space of a Changelings carapace, effectively killing her. The final mare was busy chewing on somelings neck. It took me a moment to realise what she was actually doing when blood began dripping down from her fangs. Who were these ponies?

Out of the chaos and the sounds of screaming ponies, a metal screech caught my attention. I recognised the sound in an instant. It was the sound of the metal gate that made up the front entrance was opening up. Someling had managed to press the exit button and he and a friend were making a break for the front. Despite my life being destroyed, losing my last parent and witnessing the deaths of at least four of my kind, my brain was screaming at me to escape. And I gladly listened to it.

I looked over to see that all the pony assailants had their hoofs filled. The suit wearing Stallion and the hooded mare were fending off the aggressive Changelings while the Vampire and the Luna guard were gathering together the Changelings that had surrendered. It was now or never so I bolted for the exit, just as the other two Changelings had made it just out the door. Then the sound of a gunshot rang out across the warehouse. A bullet shot through the first Changelings leg just as he was about to take off. The Second Changeling, in a blind panic, fired random shots in the direction of the shooter. His reward came in the form of his horn being shot off. I now knew that a sniper was covering the front entrance and anyling unfortunate enough to leave was doomed to receive a bullet.

Panic took me over again as I was inches away from the exit. I forced my body to halt to a complete stop just before coming into the snipers line of sight.

"This is it, I'm dead. I'm going to die here." I had practically given up on ever being free. Having the chance to be my own mare was now impossible. But then, I realised I had one more chance. The back exit.

_If I could sprint to the back exit, I might just be able to make it._ I hadn't even considered the possibility that somepony else might be blocking the exit, I just had to get away from this shit. I looked over again, but the suit wearing Stallion was gone, while the other three were keeping an eye on the injured and passive Changelings. It truly was now or never, they would soon notice me so I had to go for it now. I felt like nothing could stop me as my heart pounded against my chest and my legs felt weightless. However, the suit wearing Pegasus suddenly flew down in front of my path. He was trying to avoid eye contact with small fire again as he looked straight at me.

"Stop!" He demanded. My body did as it was told, despite my mind protesting against it. He wasn't too big, but his presence alone was so imposing that I felt an icy chill run up my spine. His eyes practically cut through me as I felt like I might shrink up just by his intense stare.

"P-p-please," I whimpered, unable to compose myself any further, "p-please let me go. I just want to go." I saw something new in his eyes. Pity.

"I'm sorry, but I can't do that." Then I felt anger and desperation at the same time. Without any warning, I charged at him. He unsheathed his blades as he prepared for an attack but none came. Instead, I leapt over him. With the others still distracted and the Stallion caught by surprise, I had a clear run for the back exit. I had no clear plan, just escape. The door was in my sight as I practically rammed it open. I looked behind me to found the Stallion just staring at me while I continued running.

_Wait, why is he just letting me go?_ I found out pretty quickly as my body ran into something sticky. I stopped in the spot in a rather awkward position. The impact caused me to flip over so my entire body was spread out. I was upside down. I tried to pull myself up, but the more I failed to do so, the more I panicked. Then I heard a voice above me.

"It appears my trap has bared fruit after all." I slowly tilted my head in the direction of the voice to find a giant spider…thing staring down at me. Naturally, I screamed.

"AAAAAAAAAHHHHHHHHHHHHHHH!" I shook, I scrambled, I clawed, I did everything I could possibly think of to escape my webbed prison, but to no avail. The spider landed in front of me, and beside him was a pony wrapped in bandages and a coat. This was really it. I'm going to get eaten by a spider. I really didn't think this was how I would go out. A bizarre ringing sound filled the air, and both creatures in front of me reached for their ear.

"All the Changelings are down. According to Spitfire, five were killed. I suppose that's a victory," said a glum voice that I didn't recognise. He didn't seem too happy that some of my kind had died in the ensuing fight.

"Cheers, Doc," said the bandaged pony. The two figures returned their focus too me as they kept talking. "It's a shame that we only caught one with this trap."

"It does not matter, our task was accomplished."

"Lighten up, mate. You're scaring our guest." The spider's beady little eyes were scanning me up and down, likely choosing which parts to eat first.

"I haven't encountered many Changelings before, I wasn't aware they could have manes."

"Huh, you're right actually. It's…oh brother, Jaws and his marefriend are coming." Two ponies from before exited the warehouse. The suit wearing stallion's eyes were on me the moment he stepped out of the door. While the hooded mare focused on the Spider and the bandaged pony.

"I hope you colts have been playing nice," she quipped.

"I haven't eaten him yet, I suppose that's progress," remarked the Spider. What he said only helped confirm that he was going to eat me. Despite not being able see the bandaged pony's expression, I could tell he was afraid.

"Y-you wouldn't actually eat me, would you?" He asked.

"No. If Carnage was telling me the truth, you're all skin and bones," the Spider answered. I really wished that I had gone on that diet now. The Pegasus Stallion approached me and looked me over again. I couldn't tell what he was thinking at first, but then he spoke.

"You have my condolences, I'm sorry about your Father." I was left reeling. Not only because he had realised that the Changeling from before was my dad, but that it really hit me that he was dead. He had killed himself for nothing. How long had my dad been swimming in madness for? There was nothing left to say as he walked away from me and addressed his friends.

"All the Changelings have been sedated and Silver has called the Illusive pony. He'll bring crews over to sort out the rest, but we need one for interrogation. I want to take her." He pointed right at me, but I didn't even react. I was too involved in my own grief and self-pity. "Silver, put her to sleep."

I didn't struggle as she approached. I felt all my strength leave as she stuck the small needle into my neck. The world around began to go black as I completely lost the will to fight. In my last moment of consciousness, one thought past through my mind.

_Goodbye, daddy._


	6. Black Dossier 1

Dossier files #1

The following files have been created for a quick reference for the Illusive Pony. The names below are to be kept under the highest classification. The following individuals have been deemed acceptable to join the league of extraordinary gentleponies and will be acquired when possible.

Any others placed in this dossier later will be held under consideration or have already been rejected due to problematic issues.

* * *

**Subject Codename:** Lost Prince

**Name: **Carnage Moon (Prefers title Mr. Carnage.)

**Gender:** Male

**Race:** Pegasus

**Status:** Accepted

**Noted Abilities:** Electricity generation and manipulation, unbreakable blades that deploy out of the subjects forelegs, razor sharp teeth, unnaturally strong, and advanced senses. (E.g. Smell, sight etc.)

**Bio:** Carnage is the only known child of Princess Luna. Like the princesses, he is immortal, despite not being an alicorn. He was born one thousand years ago, but we have no official date for his birth. Before he was born, he was genetically engineered to be the perfect soldier. However, Luna became too attached and only ever sent him on small missions. His combat abilities are second to none and his strategic mind makes him invaluable.

**Extra notes:** He has a strong hatred for Celestia and more recently, his own mother. Keep him away from the monarchy if possible. Also, he will likely not come of his own accord. Despite the rule that any potential league members must join willingly, Carnage is needed for the mission as the Illusive Pony says he is the perfect leader. Take him down with extreme prejudice. His fighting style is very unique. He has incredible balance which helps him fight on his two back legs while he slashes at his foes. One more thing, he suffers from Arsonphobia, fear of fire. I would recommend keeping Spitfire and Carnage apart when it come to combat.

**Author's notes:** _Carnage was inspired by the concept of Wolverine. The unbreakable blades in Carnage's forelegs are similar to Logan's claws. Their backgrounds are also riddled with similarities. The blades were based on the Pokémon, Grovyle. __The voice for Mr. Carnage is an upper class accent, which clashes with his down to earth perception of the world. Despite this, he always acts like a gentlestallion in front of strangers and only shows his bestial nature when threatened or insulted._

* * *

**Subject Codename:** Assassin

**Name:** Silver Tongue

**Gender:** Female

**Race: **Pegasus

**Status:** Accepted

**Noted Abilites:** Stealth, trained Assassin, master of weaponry, psychology background

**Bio:** Foal of the current leader of the Assassin brotherhood, Silver is fully committed to her father's cause. She comes from a long line of successful and famous assassins that have helped shape Equestria as we know it. One of her notable ancestors in Altair, the Assassin that helped mould them into what they are now. Silver is committed to the league and her ability to read anypony makes her an invaluable asset.

**Extra Notes:** She is a notorious flirt and is usually drawn to the more unusual and bizarre ponies in the world. Despite this, she maintains a high level of professionalism as both a psychiatrist and an assassin. How this will translate to the group is anypony's guess. She has taken a great deal of intrigue towards Carnage, though. Although not confirmed, we suspect that she has not picked up her ancestors famous sixth sense. A pity as that would have proved tremendously helpful.

**Author Notes:** _Due to many of the established Assassin's existing in the past (excluding Desmond) I opted for an original character. However, she is closer to a female version of Ezio, and combined with a little bit of Rosa from Assassin's Creed 2. She has a slight Italian (or Poma in pony language) accent, but speaks excellent Equestrian. She was created for two reasons. To have a strong link to one of the main antagonists, the Templars, and to be the one to convince and control Carnage throughout the story. Her purpose to the story is invaluable, as she is also the Illusive pony's main mouth piece in the group._

* * *

**Subject Codename:** DJ

**Name:** Vinyl Scratch

**Gender:** Female

**Race:** Unicorn

**Status:** Accepted

**Noted Abilities:** Incredible speed, enhanced strength, strong magic ability.

**Bio:** Vinyl Scratch is a vampire. Reportedly, when she was travelling with the Doctor (now identified as the Master) she was attacked by a vampire and turned into one several days later. Ever since then, she has kept her sunglasses on to hide her red eyes, which acts as a good cover as her main occupation is a DJ. Technically, she is considered a vegetarian, as she only consumes animal blood and blood obtained from hospitals, courtesy of the vampire network.

**Extra Notes:** Despite her abilities, she's very green when it comes to combat which will have to be something to keep an eye on. Hopefully her teammates can pick up any slack but in my personal opinion, she is very much a wild card in this group. Although, her presence also helps secure the Doctor (new one) on the team, who has been reluctant to fully commit.

**Author Notes:** _Vinyl was originally going to be Mina Murray, the original female League member. However, I wanted a stronger connection to the my little pony universe and use a popular background character. The idea of Vinyl being a vampire came from a popular fanfic on this site, 'my roommate is a vampire.' However, her origin is vastly different than the one on the story. Vinyl's voice is the same as the regular one used in fan animation, Jessi Nowack. I would recommend "Epic Wub Time: Musicians of Ponyville." _

* * *

**Subject Codename:** Spider

**Name:** Guardian (Given name.)

**Gender:** Male

**Race:** Arachnapony

**Status:** Accepted

**Noted Abilities:** Speed, strength and abilities of a spider.

**Bio:** Little is known about this creature, except for its immense power and the fact that it's the perfect predator. The creature has been living in the Everfree forest for a very long time but we cannot pinpoint an exact time. The creature protects a tree that in our tongue is called the 'tree of life.' It's actual importance is unknown.

**Extra Notes:** Again, the creature is largely an unknown. Despite his passive/aggressive nature towards everything that moves, he has shown an element of kindness when he protected a young foal in the forest. Appealing to his good nature is recommended, but hopefully our offer will be good enough to sway him.

**Author Notes:** _Guardian was inspired as a replacement for Hyde from the original graphic novel. Guardian's nature means he doesn't trust easily, but he isn't necessarily bad. He is protective of his possessions and those he holds close and he's not afraid to get violent. As you may know, Guardian comes from The Arachnapony. He has a deep, imposing voice._

* * *

**Subject Codename:** Timelord

**Name:** The Doctor (Real name in question.)

**Gender: **Male

**Race:** Earth Pony (Technically Timepony.)

**Status:** Accepted

**Noted Abilities:** Extremely intelligent, possesses machine that travels through time and space.

**Bio:** Before his arrival, there was another Timepony of the same title. After an event called 'the time war,' this universe's Doctor went insane and tried to duplicate his race through us. At the same time, the Doctor, who at the time was a simple Timelord, came to our universe. After a series of events where the Doctor defeated his counterpart who began to call himself the Master, he created a perfect clone of himself with all his memories. The difference being was that the clone was a Timepony, rather than a Timelord. Also, the clone had a slightly different personality. The Timepony counterpart took the Master's TARDIS and the rest is history.

**Extra Notes:** The Doctor's intelligence is certainly his greatest assets to the team, but his machine may well play an invaluable part in the mission. One problem is his strong issue with killing and guns as he absolutely abhors it. Although it does appear that both Doctor's histories are very similar, and by his own admittance he has destroyed many lives. Make of that what you will.

**Author Notes:** _Doctor Who is one of my favourite TV shows and since I had already done a crossover story with the tenth Doctor, it only seemed natural to have the Doctor be a member. This Doctor has the voice and appearance of the tenth Doctor, David Tennant. However, his personality is only loosely based off him since this is an original Doctor in its own right. not to be confused with the eleventh Doctor, Matt Smith._

* * *

Illusive, I will send you more updated files soon. Also, I will include some of the previous incident reports with updated information when I can. However, I have been able to compile two for you to view. Let me know if you would like them in a different format.

- M.

* * *

**(BNMR = Before Nightmare Moon's Return.)**

**P-COM Incident**

Date: 200 years BNMR

Several years after the initial formation of the original league, Equestria came under attack from two different alien races at once. One race, identified mainly as insectoids, attempted a secret invasion. The other race was never properly identified, but they utilised tripod like devices to scour the landscape. From reports taken from the Hubble telescope, they failed to take Mars from John Carter, and turned their attention to our planet.

During the League's attempt to combat the tripod aliens, Celestia authorised the P-COM project. It was a combat group designed to utilise the aliens technology and use it against them. Meanwhile, the Invisible Pony betrayed the league and sided with the aliens. Before doing this, he forced himself upon a mare that Hide had begun to grow attached to and this sent him on a revenge seeking mission against Griffon. The league was splintered while Nemo attempted to combat the threat, and Quartermane and Manna looked for a way to combat the tripod aliens. (On a side note, Mr. Nature Drake came across a deactivated tripod in the Antarctic.)

We focused on the tripods due to the fact the P-Com project was turning into a success. Not only were the soldiers able to combat the threat, they actually managed to annihilate them until the tripod aliens were all that remained. For once, luck appeared to be on our side. It turned out the common cold was lethal to the race, while it would only be a minor annoyance to the average pony. In a matter of days, the entire army died and peace returned to the planet.

Sadly, the effects of Griffon's betrayal were irreparable. Hide was able to locate Griffon, and in revenge, he raped the Invisible pony to death. During the final days of the Tripod's attack, Hide was killed keeping them away from Canterlot. This gave Nemo and the P-Com soldiers enough time to destroy the rest of them. Nemo left shortly after, his dislike for Ponies getting the better of him, and Manna Heart and Quatermane left together. Their locations are still unknown to us but they are likely dead.

* * *

**The Reichenbach Fall**

Date: 10 years BNMR

Sherclop Pones is the greatest detective to have ever lived. That's not speculation or an opinion, that is fact. His eye for detail and his ability to deduce any problem would have made him an invaluable league member. Sadly, as his brother, I have prevented your attempts to recruit him. Sorry about that, old chap. Most of his adventures have been lovingly documented by his friend and Companion, Dr. Watts. This has been an incredibly useful reference guide.

During his adventures, shortly after Pones took care of Jock the Ripper, Professor Moriarty arrived onto the scene. Moriarty had created a vast criminal empire in order to profit immensely. He would offer protection to nearly every criminal in Trottingham and Canterlot, in exchange for a small profit margin. However, Pones had severely dented his activities and Moriarty went on the offensive.

He attempted to have Pones killed, but Pones and Watts fled the country and led Moriarty on a goose chase till they ended up in Stalliongrad. There, Pones led Moriarty to the waterfall where they both reportedly fell to their deaths. But this was a ruse created by Pones as he never actually fell. Due to Moriarty's old age, he accidently slipped off the fall and to his death. While everypony believed Pones had died, the detective went on a mission to destroy Moriarty's criminal empire and after two years, he returned home and reunited with Watts.

He is still alive, living on Baker Street. Moriarty's corpse was never located.

* * *

Again, I will have more of these prepared when I can. From your friend in Celestia's government.

- M.


	7. Chapter 5 - To Break a Changeling

_"To call something an 'enhanced interrogation technique' doesn't alter the fact that we thought it was torture when the Japanese used it on American prisoners, we thought it was torture when the North Koreans used it, we thought it was torture when the Soviets used it. You know, it's almost the moral equivalent of saying that rape is an enhanced seduction technique."_

- Ted Koppel

Chapter 5: To Break a Changeling

**Nightmare Moon POV**

**Roughly 1000 years ago…**

"That's it! Keep your stance up," I encouraged.

He was only three years old, but my son was already getting the hang of basic combat. Or, at least the proper stances. He was currently in a traditional fencing position. His back legs were firmly apart, his right foreleg was stretched out with the (fake) sword in his hoof, and his left foreleg was at his side. On top of form, this exercise taught two other things. Patience and endurance. Patience to stand there completely motionless, and endurance to see how long one could last. For a three year old colt, lasting five minutes was very impressive. Then again, at his age there was only so much I could teach. I yearned for the day I could throw him into combat scenarios, teaching him the best form of strategy in any situation.

_**Then he will be a mighty warrior for us. He shall serve us well.**_

_He is our son, though. Not simply some tool. We must never forget that._

_**Did you forget the original reason you created him? He has always been a tool, whether you like it or not.**_

_No, he…_

"I'm sorry, mom."

"Wha-" I was knocked from my daze to find Carnage standing by my hooves. His head was pointed downwards in disappointment.

"I couldn't last any longer," he explained, "I had this really bad itch." Ah, that would explain his disappointment. He feels like he failed me. Nothing could have been further from the truth. I wrapped him in my forelegs and hugged him softly. He happily returned the act of affection with a hug of his own.

"You did very well, my little moon. You did far better than expected of you, so take pride in that fact." The door across us slowly opened to reveal General Putnam walking through. It was only my son and myself on the field, so I knew he wished to speak to me. He gave me a quick salute as I placed my son back down.

"I apologise for interrupting you, your majesty. However, I must speak with you in private." The matter must have been of grave importance. I told Carnage to continue his exercises while I spoke to Putnam across the field. In a flash, we had teleported far enough so nopony could hear us.

"Speak freely, Putnam. Does this concern the location of Daedalus?"

"Afraid not. He's gone missing. We lost him and his Changelings in that blasted Everfree, no way was I going to risk my ponies in there. Honestly, I think he's as good as dead." This pleased me slightly. I wouldn't say I was a sadistic mare, but I had a tendency to get back at those who betrayed me. Daedalus had initially agreed to join us. We even shared a more… romantic relationship as the agreement was made. However, at the last minute, he backed out after his son Icarus was slain in battle by the solar guards. He claimed his eyes had been opened to what this war would be like for his changelings, and he refused to take any further part in it.

"A pity, but as you said, he is surely dead by now. What other news do you bring?"

"… Dusk is dead."

Years of restraint and patience only barely stopped me from breaking down right there. Dusk, possibly the only pony I would ever truly love, was now dead. I wondered if I had heard him wrong, but when I turned to Putnam, the solemn look on his face said it all. It really hadn't sunk in just yet, even though I felt like I had been kicked in the stomach. I decided to get the inevitable over with.

"How did he die?" I asked without hesitation. To my relief, Putnam was straight to the point.

"His family had moved to the edge of the border and he received an unlucky arrow to the neck. It's a damn shame, if you ask me. Sadly, his family wasted no time in defecting. Last we heard, they were going to continue their trade as apple farmers on Celestia's side. Not sure what kind of success they'll have though. Especially since they're Earth ponies."

I always suspected that Dusk's wife never liked it here. The few times I met her, I knew she was uneasy about the Lunar republic. They were one of the few Earth pony families to arrive here that weren't previously slaves. I couldn't blame her fully though, as I imagine they must have received a deal from some solar guards as an easy way out. If they were telling the truth or not, I would probably never know.

"Is there anything else, Putnam?"

"No, your majesty. I should…"

I teleported him away without a moment's thought. I was certain he wouldn't hold it against me. To be honest though, I wasn't sure what I should do next. I always had a plan, a way to fall back if something went wrong, but now, what was I meant to do? My head snapped towards my son standing perfectly still, and I felt a maternal calling inside me that ordered me to find comfort with him.

Before I knew it, I had teleported in front of him, grabbed him into a hug, and wept into his shoulder. I could never bring myself to understand the true reason I broke down like that, but maybe it was best he never knew. Deep down, there was another entity calling me. It said something to me that I couldn't disagree with.

_**We can never lose another loved one again.**_

_Never again._

* * *

**Mr Carnage POV**

**The day after the first operation…**

Today had been a rather boring day. At least it was compared to yesterday's events. There was one thing I would have to give to the Illusive Pony. He trained his staff well. It had actually been the first time I saw any of the ponies working for him, apart from his assistant with the long mane. They all wore skin tight grey and white costumes with an odd yellow symbol on their chests. I couldn't see any of their faces because of the helmets on their heads. They had arrived swiftly, taken all the Changelings into custody, and cleaned up all the mess within thirty minutes. Only a keen eyed detective would be able to tell there had been a fight there. I was thankful that Sherclop Pones was currently living in Trottingham.

We had gone home after that, only to be told that the Changeling we had intended to interrogate would require the rest of the night to recover before she was ready for any kind of questioning. With that, I had decided to retire for the night. But not before running into a particular DJ, who was stalking about the hallways.

* * *

**Vinyl POV**

**3 hours after the operation…**

Shit, there's no way I'm going to be able to sleep tonight. I can't believe I… I only meant to… I wasn't trying to kill… damn it! Why is this bothering me so much? They were the bad guys, right? I mean, I know the Doctor is going to be pissed if he finds out that I was one of the ponies that killed one of them. I've seen plenty of dead ponies before, so why can't I get that Changeling out of my head? Maybe I should just go see the Doc. I still doubt he ever sleeps. But I don't know where in Tartarus he put his TARDIS. He's probably trying to dodge me now, still trying to get out of seeing Tavi.

"Vinyl, what are you still doing up?" I nearly jumped out of skin when I heard somepony else behind me. I couldn't help but squeak out a pathetic yelp. I had to curse the fact I had a white coat, because the blush on my cheeks was even more noticeable. I turned around, making sure my shades were still on, to find Carnage staring at me. Ugh, he must have seen me pacing back and forth.

"Oh, hey, what's up chuckles?" I saw him scowl at me when I gave him a nickname.

"Chuckles?" He questioned.

"Yeah, it's my new nickname for you. I heard Fade call you Jaws, so I thought I'd give you a nickname. Do you like it?"

"No."

"Oh, how about the Carninator!"

"No."

"Sir Carnage?"

"No."

"Um… Carn?"

"Now you're not even trying."

"Ah, you suck. You're like the least fun leader ever."

"Well it's a good thing I'm not our leader, isn't it? Now I asked you a question, why are you still up?" I bit my lip in frustration. Couldn't he just drop it? I grunted and stomped my hoof on the ground, my annoyance was plain to see.

"It's nothing, alright? I'm a night time mare. I do all my gigs at night so I usually sleep during the day is all." I cleared my throat in confirmation, as a fake smile was plastered across my face. Hopefully he'd get the message and leave me alone. Instead, he trotted up to me and got right in my face. I couldn't do anything as he swiped my glasses away from my eyes. I had a flashback to when we had attacked him in the alleyway. I couldn't believe I had forgotten how intense he was. If he wanted to, he could cut and snap me like a twig without any effort. I felt just like I had before when he was using me as a shield. Confused, scared, and a tiny bit turned on.

Instead of grabbing me though, he just stared into my eyes like he was looking for something specific. I didn't dare move in case he went into berserker mode. As cool as it was, I'd rather not end up as a red stain on the carpet. He seemed to have his fill of gazing into my eyes when he backed up a bit. He didn't avert his gaze though as he kept on staring at me.

"You're lying to me," he stated bluntly, "tell me what's bothering you. Now!"

This might surprise you, but I have a bit of an ego. I know, shocking isn't it? But that's the honest truth. So sometimes when somepony demands something from me that I don't feel they're entitled to, I kind of blow my lid.

_'Whoa, hold on. Did he just demand shit from me? I'm DJ PON-3! I am the best DJ living on this rock we call Equestria, and he's trying to force me to spill my secrets? He's got some nerve, he doesn't even know me'._

"Fuck you! I do whatever I want! Get lost, you big fucking freak!" I was fuming when I turned away from him and began to walk down the opposite hall. I just had to cool off outside before I did something stupid, which, if you asked Tavi, was all the time. Then the blade that landed inches away from my face made stop dead in my tracks.

Planted in the wall I was trotting beside, was a blue crescent shaped blade. It looked just like the ones Carnage used before. I could feel his breath on the back of my neck as I stole a glance at his right forearm to find a new blade was growing in the place where the old one used to be. I nearly wet myself right there. Honestly, I was so fucking scared, but even weirder, I was a little turned on again. Do I get my kicks on ponies that scare the crap out of me? I think Tavi was right when she said I should seriously start dating some normal ponies for a change.

"I-I did-n't know they…" Carnage cut me off before I could finish.

"I can use them as daggers, and yes, they grow back rather quickly. Nopony ever explained to me how it works though. They're just a part of me, like bone." That must be so weird. When he said he was genetically modified he sure wasn't kidding. I could feel his right hoof on my shoulder as he guided me to turn around. He was surprisingly gentle about it, and to my surprise, he handed me my glasses back to me. I wasted no time in covering my red eyes up, as they were the one sign that I wasn't normal.

Ponies come in all shapes and sizes and a ridiculous amount of colours. I kind of feel sorry for some of the other races who always seem to be the same boring colours. They always look the same to me as well. Tavi keeps telling me off for saying that stuff, because apparently its racist, but I don't get how, since I'm just saying what I see. It's not like I'm trying to offend anypony. My point is that despite all the different colours were born with; nopony can be born with red eyes. It's just impossible. I used to have purple eyes, but when I became a vampire, my eyes turned blood red. That's the real reason I wear my shades. There are a lot of suspicious ponies out there and I don't feel comfortable without them on.

"Y-you're not going to hurt me, are you?" I must have looked so pathetic like that. Instead of scolding or striking me, he looked disappointed. Not at me though, but at himself.

"I'm sorry, Vinyl. I don't know what came over me there. I think I'm still a little on edge from the last mission," he said quietly. "I know exactly what you're going through, and let me tell you this. You shouldn't deal with it alone."

"What do you mean? How do you-"

"That was the first time you've killed anypony, wasn't it?"

_'Oh crap... he did know.'_

"H-how did you know that?" I asked cautiously. In a matter of minutes, he turned me into a meek filly, receiving a lecture from her teacher.

"The look in your eyes was the exact same look I made when I killed for the first time." I gasped out loud. It's easy to forget that he was once a defenceless colt. Am I going to end up like Carnage? "Ponies tend to react differently when they kill for the first time. Very few are unaffected by the experience. Let me guess, you keep seeing the Changeling's face?"

"Yeah, why is that? I mean. he was the bad guy. right?" I didn't feel any anger or fear anymore. Instead, I was genuinely curious to why I felt like I did.

"The world is not black and white. Vinyl. It's many shades of grey."

"What does that mean?"

"You consider those Changelings to be the bad guys because they were working with the Templars. The reality is that those Changelings consider us the bad guys because we're inadvertently stopping their species from advancing. At least, that's how they probably view it. Hell, judging from that one Changeling, they didn't even know who they were working with."

"But were not the bad guys."

"Bad guys, good guys, at the end of the day it's all about perspective. How you view something may well be viewed differently by somepony else. The point is, despite the fact that you're trying to convince yourself that the Changeling was a bad guy, you still feel guilty for taking a life."

I was never known for being a philosophical mare, but I actually kind of got what he was saying. I guess it's like when Griffons eat meat. To us, it's absolutely disgusting. To them, it's just a way of life. Heck, they're freaking carnivores so they have to eat meat or they'll die. I suddenly felt even more childish than before. I never used to care about this stuff, but now I just felt ignorant. I've always hated when ponies say my type of music sucks when they don't even give it a chance. Was I as bad as them?

"So, it's kind of like walking in somepony else's horseshoes?" I said in realisation.

"Somewhat. You're on the right track. But I want you to understand something. The fact that you're feeling guilty is a good sign."

"Why is that a good thing?" I asked in confusion. I thought the problem was that I felt guilty.

"It's good because it means you're not a sociopath. It means you have empathy and you haven't become like me yet. When I kill, I don't feel a thing. My mind has become numb to the whole experience and I would have to kill somepony close to me to get even a small reaction. The only reason I'm on edge is because I haven't done it in so long. My advice, try to avoid killing as much as possible. Go for the knock out, not the finishing blow. You'll keep your sanity then."

"But how do I get rid of this guilt?" I asked with no small amount of desperation.

"That's what friends are for. Loved ones and families can be a great support. Remind yourself that you're fighting for them. Do you have anypony in Canterlot?"

"I've got my best friend, Tavi. I guess I've kind of got the Doctor, too."

"Good, tomorrow you should visit her. It should get your mind off things."

Well look at that. Carnage is smiling. I'll take that as a good sign that things are looking up around the mansion. Before I knew it, I instinctively gave Jaws a hug. I could feel him freeze up upon contact. I stole a look and saw a tinge of pink on his cheeks which caused me to chuckle a little.

"Sorry about that. I'm sort of a touchy feely pony," I said. I let go and he cleared his throat. I think he was trying to get his composure back and this caused me to giggle more. The usually calm Carnage was shaken by a mare's touch.

"It's alright, I just can't remember the last time anypony hugged me before." I devilish grin reach my lips when I realised that he was embarrassed.

"Oh really? Did you like it when I touched you?"

"Wh-what?" I moved in a couple of inches closer and this time it was my face in his face.

"I said did you like it when I touched you?" I asked again, a bit more seductively.

"… I have to go."

_'Oh no you don't._' Before he could turn around, I wrapped my left foreleg around his right foreleg so we were interlocked. I pecked him on the cheek which caused him to blush even more.

"Relax, you're hot and all, but I'm interested in a different kind of Stallion now a days. The kiss was a thank you for making me feel better."

"Um… you're welcome." He began to rub the back of his head in confusion. It's funny how the tables had turned.

"Anyway, you're coming with me."

"What? Where are we going?" I began to lead him down the hallway.

"I wasn't lying when I said I was a night time mare. And you of all ponies must be a night time Stallion. So we're going to go to one of my favourite clubs, get drunk, and have an awesome time."

"B-b-but I-"

"Come on! Let me and my wubs guide you to a new state of awesomeness!"

* * *

**Mr Carnage POV**

**Present…**

I couldn't remember much after that, except that I had indeed gotten drunk and I might have made out with a green mint pony obsessed with fingers or something like that. Vinyl seemed to have enjoyed herself, so I suppose that was what really mattered. I would simply have to take the hangover as a war injury. That night had shown me how I was very out of practice with mares. Vinyl's constant flirting throughout the night was a reminder of that. I'm actually kind of glad she isn't interested, but then again, she could have been lying. I was too embarrassed to tell. In any case, she isn't here right now. The Doctor and her left an hour ago. Vinyl took my advice and went to visit her friend, Octavia, and she told me she was foalnapping the Doctor, as he was long overdue for a meeting. I didn't ask for details that time around.

To my surprise, Shadow had left half an hour ago. I would have thought she'd be eager to participate in the interrogation, but she had explained to me that she had family matters to attend to elsewhere.

* * *

**Shadow Heart POV**

**15 minutes ago…**

On the dot, I could see my sister approach me from the distance. Like myself, she was punctual, organised, and adept in combat. It was no wonder as she was my twin. Apart from our colour schemes, we looked identical.

Many I have met in the past normally rant about some bad experience in their childhood, but I have absolutely no complaints. My parents showed me nothing but love and support, I grew up with my twin sister and we were inseparable. I got good grades in school and I joined the guard soon afterwards. However, we had joined a month after Princess Luna had returned and our personal induction by Celestia herself didn't go as planned.

_"I must say, I was very impressed by your skills, my little ponies. I can see why Captain Armour has recommended the pair of you to join the guard."_

_"Thank you, Princess Celestia," my sister and I said in unison._

_"So I'm happy to announce, that you, Angelic Soul, are officially a member of the solar guard." My sister quickly bowed with a look of glee on her face, but something was off. Why did Celestia leave me out?_

_"Your majesty," I dared to utter, "but may I ask… did I do something wrong?" She looked confused._

_"Wrong? You have done nothing wrong. Whatever do you mean, young Shadow?"_

_"It's just that you have inducted my sister, but not me." A look of realisation hit her all of sudden and a motherly smile began to spread on her face. When I saw her smile, my heart warmed up inside._

_"I apologise, Shadow Heart. I just realised that I forgot to explain. You will be joining the guard, but not my guard." My sister seemed confused as well at this. There was another guard?_

_"Excuse me, your majesty, but what's going on?" My sister asked in worry. Celestia lightly chucked and seemed to address somepony else in the room._

_"You may come out now, Lulu." In a blinding flash of light, a new figure appeared beside Celestia. Nopony had seen her since her return, and I remembered the sheer awe I felt just by gazing up at her. Princess Luna herself was standing in front of me and my sister, as she looked straight at me. I instinctively bowed at the sight of her, but she had other plans._

_"Please rise, Shadow Heart. I wish to speak to you as an equal." I did as I was told without a single word of complaint. Looking back, it was obvious what was going to happen, but the sheer shock of her arrival had jumbled my mind._

_"Wh-what c-can I do fo-for you Prin-cess Luna."_

_"Relax, you are not in trouble. I have a proposition for you." During all of this, Princess Celestia had guided my sister to her side._

_"A proposition?"_

_"Yes. No pony knows this yet, but I have been building up my old personal guard again." I forced down a gasp. "I have received a surprisingly large number of volunteers from my sister's guard, yet I am still low on numbers. I would like to offer you a place amongst my guard. Will you accept? If you do not wish to join, then you are free to join my sister in her guard."_

_I didn't know what to think. When I had entered the hall, I was certain I would be dedicating my life to Celestia. Now, Princess Luna herself has asked for me to join her instead. Part of me felt like I would be joining the dark side, but Nightmare Moon no longer existed. Celestia would not let her sister rejoin the throne if she felt she was still evil. I looked to my sister, who had a look of uncertainty as well. I was about to say no, but then it hit me. She had not asked my sister, she had not asked the hundred other potential guards we had trained with, she had asked me. In fact, she had not ordered me to join, she had not forced me to join, she had asked. In the end, I decided I should repay that with giving her a chance._

_"Princess Luna, I accept."_

I worked with Princess Luna many a time after that day. I must confess that I would give my life for her. At first, I saw a mare to be feared. Now, I see a truly noble and passionate goddess. I truly believe if things had gone the other way and Celestia had been banished instead, we would have all turned out fine. Perhaps Equestria would have become even greater than it is now. My duties required me to follow her when needed, occasionally educate her on modern culture and ways, and remind her of current laws which I was adept in as well. I remember the time she tried to banish a noble to the Everfree and I had to tell her we didn't do that anymore. Then again, it was Blueblood, so I nearly didn't stop her.

My sister was mixed on my decision to join Luna. She raised no argument when I said I was going to see what it was like before fully committing, but once I decided to stay, she had some very choice words for me. Something along the line of, 'how dare you work for the usurper?' Or, 'have you lost your mind?' Despite my sisters loyalty to the royal family, she did not like or trust Princess Luna. I wish I could say it hasn't strained our relationship, but if our last family get together was any indication, it certainly had.

_"Could you pass the potatoes for me, dear?" My mother asked me from across the table._

_"Yes mommy," I instinctively replied and handed her the requested item. I would cringe in embarrassment if I called her 'mommy' in public, but mother has always insisted I should. Dad lightly chuckled to himself from the far end of the table, but I didn't mind. He was daddy after all. My sister was sitting at the other end of table, lightly munching on some carrots._

_My mother, Heavenly Shine, looked a lot more like my sister than me. In fact, I imagine my sister would look exactly like mom when she reached that age. Mother had a blonde mane and a white coat. Her cutie mark was a shiny golden aura, which represented her ability to cast light spells effectively. My sister and I picked up our Pegasus heritage from our father. His name was Crashing Thunder, as you might imagine, he was an expert thunder wrangler and his cutie mark, a black cloud, showed it. I had his coat and mane, so I was more of a Daddy's girl growing up._

_"So girls, how has guard duty been like?" My daddy asked, unable to hide his intrigue. Dad always wanted to be a guard, but he had a rough past that prevented him from joining. Mom and him met when she arrested him during a bar fight. They've never told me how they went from that to being lovers and I'll probably never know._

_"It has been an honour," I answered with pride. Both mom and dad were equally surprised I ended up joining Luna's guard. They were even more surprised when I came home with batwings. However, as they always have, they have shown me nothing but support throughout. "Just the other day I was…"_

_"… Plotting Equestria's demise with the usurper?" We all turned to the end of the table where my sister was glaring daggers at me. Father looked utterly baffled but mother was fully aware of the situation that was brewing between us._

_"Young lady, we will not have this at the dinner table," mother scolded my sister, "You should be proud of Shadow's success in the Luna Guard. Why, just the other day she was telling me that she's being considered for the position of Luna's personal guard…"_

_"MOTHER! She wasn't supposed to know yet..." The damage had been done though. Despite the look of pride on daddy's face, my sister's venomous look had my full attention as it only grew worse. _

_"Well good for you Shadow. It appears you have got every little thing you've ever wanted. WHILE I'VE BEEN KICKED OUT OF THE GUARD!"_

She had flipped the table and stormed out shortly after her outburst. Mommy was practically in tears after seeing her like that. The next day we had learned that Shining Armour had given her a dishonourable discharge. Unsurprisingly, it involved Princess Luna. It turned out she had been spreading a number of untrue rumours about the Princess, and after an unprovoked attack on several Luna guards in a bar, Captain Armour deemed her mentally unfit, and discharged her. It didn't give me any joy to see her like that and I haven't spoken to her since. So you can imagine my surprise when I received a letter from her asking to meet me at this café.

Celestia's sun was shining high in the sky and all of Canterlot seemed particularly beautiful today. I took these as good signs as my sister drew closer. She wasn't wearing any clothes, which was a bit alien to me. I always remembered her wearing guard armour, or some other defensive material, but she approached me completely unclothed. There was no emotion on her face, but her mane was perfect like always and her wings were fully preened so she didn't seem distressed or worried. Finally, she reached the table and greeted me.

"Hello, sister," she said with no sign of emotion in her voice. It unnerved me with how expressionless she was.

"Hello, Angel. how are you?" I asked in sincerity. Whether she could tell if I was being sincere or not didn't seem to matter as she took a seat opposite me. In her letter, she had requested I order her some tea before she arrived, just like she always liked it.

"I suppose I'm fine. Actually, I feel much better since last time we talked. The Canterlot wedding incident brought me back here and I have a new job." She took a sip of her tea. It was a short sip, but as soon as she was done, she stared down at the brown liquid. "You remembered."

"Pardon?"

"You remembered how I take my tea. Three sugars and some cream, just the way I like it." She seemed to be reminiscing and normally, I would allow her to finish, but my curiosity got the better of me.

"You say you've gotten a new job. May I ask what it is?" She ignored me and continued on.

"I notice you're wearing your armour. Are you expecting an attack?" A tiny blush of embarrassment reached my cheeks. I was so used to wearing the armour, and the battle from last night was still fresh in my mind, so I had opted to wear it here. I had received some funny looks from passers-by, but I was unfazed.

"Ah… uh, I was recently in a battle. You remember how I used to get?"

"… I thought you were on leave."

"Pardon?"

"Mommy told me that you were on paid leave, because you've had zero vacation time since joining. Apparently, that isn't the case." She saw right through me. She always did, really. It was nigh impossible to hide something from your twin, and Angelic was no exception.

"Yes, I have taken part in a secret mission for the Princesses, one that I am not allowed to speak of. The truth is that they don't actually know."

"Then how can this be for the Princesses, dear _sister_?" she said her last word with extra emphasis, but the meaning was lost on me. Perhaps she was questioning my loyalty; it appeared that I would have to remind her of something we both learned in the guard.

"Sister, what was the unspoken thing that the Princesses always looked for in the guard." She wasted no time in answering; she knew it all like the back of her hoof.

"They've always looked for ponies who can think for themselves."

"Yes, they hate mindless drones. They like ingenuity and creativity. It is one of the reasons our armies are feared by the other races. I was informed of a threat to not only Princess Luna, but all of Equestria as well. I decided to join a group that is seeking to rid this threat by using my built up vacation time."

"I see. Knowing you as I do, it is likely very serious." Her gaze softened slightly as she appeared to reminisce again. If I had to guess, it was likely about our fillyhood together. Days that I wouldn't trade for anything in the world. Something occurred to me, though. she still hadn't told me about this job she had acquired.

"Sister, I feel like you're dodging the point of this meeting," I said softly enough to gently coax her out of her daydream, "What is this job you recently gained?" She took a big gulp of her tea before revealing all.

"Well, its military work for sure. Just not the kind you would imagine, Sister. My mind has been opened to what horrors lay in this world. Tell me, why do you think I started to snap at you all those years ago?"

"It was because I joined Luna's guard. Are you sure you wish to dig up such a painful memory?" She waved a hoof dismissively.

"Trust me, I am fine. The truth is… she scares me."

"Who scares you?" My sister, scared of something? The thought alone seemed preposterous.

"Luna uses dark magic. That's not conjecture, that is fact. By her own admittance, she has even delved into necromancy. A couple of days before I snapped at you the first time, myself and a group of other ponies were sent on a mission to Stalingrad."

"Oh yes, I remember now. You were very excited, I believe." She laughed at that. It was more of a forced laugh, but I didn't see why it was funny.

"Yes, I was excited, wasn't I? Now I wish I had fled instead." I badly wanted to interject, but I risked upsetting her if I did. She seemed distraught about whatever happened there, so I would have to patiently wait for her to tell me first.

"We were sent to Brennenburg Castle. There had been reports of odd magic traces from the castle, so we were sent to investigate. When we arrived, everypony inside was dead." I stifled a gasp, but I knew by my sister's expression that it was even worse than I had thought. "There were cages where… innocent ponies had been tortured. The papers we found made little sense. Two ponies were trying to avoid some monster and somehow they thought torturing others would save them. They were after something called vitae, but we never got to look through enough to be sure what happened exactly. But… there was more."

"There were these things. It's almost impossible to describe what they were exactly, but they were worse than Tartarus itself. They were bipedal, and many were already dead. However, as we ventured in, we came across several who were still alive." She quickly grabbed her tea and chugged the rest down. I imagine the scolding hot liquid was to distract her from the nightmarish creatures she must have seen in that castle. They were likely worse than I could imagine. "It was like… it was eating its own face. Its jaw hung loosely, and a single swipe could kill you in an instant. I can't describe the creature any further without risking the possibility of breaking down right here. Ten of us entered that castle, six of us came out. Every evil in that wretched place was created by dark magic."

She was silent for a moment and it gave me the chance to let it all sink in. It made so much sense why she had acted like she did. If only I had known, if only anypony truly knew. Maybe then I could have helped her get through it all. But I think I know what happened. It was all covered up. It was likely that Captain Armour wasn't even aware of what truly happened. I just couldn't see her being silent about it for so long any other way. Was it truly as bad as she said? I shudder to think what it was all truly about, but I doubt even the Illusive pony knows the full story.

She looked so fragile, like she could break down at a moment's notice. The preening and grooming must have been a routine. A routine that helped keep her from going over the edge. Why didn't she just talk to me about it? In her irrational state, did she try to blame Princess Luna? And by extension, me? This was all becoming too much to take. I took a sip of my tea to calm myself down, but I could feel my hoof start to tremble. Whether it was from anger or just purely how upset I was I couldn't tell.

"I'm sure you can figure out the rest," she continued. "I started to have nightmares which increased my paranoia. I was scared you might become corrupted or hurt by Luna when you signed up with her permanently. Things steadily grew worse and it got to the point where I was deemed unfit for duty to the crown. However, my new employer has given me a new direction, and helped me recover from my nightmares."

"You still haven't told me who you're working for. Is this all I was brought here for?"

"No… I want to bury the hatchet with you." She didn't meet my eyes. Instead, she was looking down at the table in shame. "I took my problems out on you and that wasn't right of me. My chance to be a member of the guard is gone now, but I can still redeem myself by protecting and acting in the best interests of all pony kind."

That sounded very familiar. When I first met the Illusive pony, he said his group always acted in the best interest of pony kind. She couldn't seriously be working for…

"I know you're working for the Illusive pony. Well, I am as well." I was thankful that I wasn't drinking my tea at the time, because I might have spat it out in surprise. To say I was shocked would be an understatement. It made sense my sister would want to work in a military fashion, but I never thought she would join an extremist group. The only reason I was working with the Illusive pony was to protect the Princesses, and then I would return to duty. This was madness.

"S-Sister," I spluttered, "You cannot be serious!? How long have you been working for him?" A small mischievous smile which I rarely saw began to spread on her face.

"Shadow, who do you think it was that recommended you to the Illusive pony?"

* * *

**Mr. Carnage POV**

**Present…**

In any case, I had no time to worry about Shadow right now. Whatever it was that she had to settle, I'm sure it wasn't too serious. When I woke up this morning, a thought occurred to me. It wasn't about the interrogation, but rather, it was about the pony I was working for. Who was he really? What group did he represent? What were their goals and ambitions? What Ulysses had said the other day was still fresh in my mind, and it wouldn't leave until I got the answers I needed. If Ulysses was correct, and the Illusive pony had his eyes on the throne, then I might have to intervene. Not for my aunt, but for Equestria as a whole. I might be bitter, but I'm not a fool.

The interrogation had begun and it was being headed up by Spitfire. Guardian was to be in the room with her to act as intimidation, but I decided not to join them. With Silver and Ulysses there, I doubt she could escape very far if she tried. Fade wasn't visible, but then again, he rarely was, so we all just assumed he was off enjoying himself. Instead, I decided to have a _chat_ with this Illusive pony and find out more about who he was. I knocked on the door and immediately received a reply.

"Come in." When I swung the door open, I was greeted with the pleasant sight of the impossible back wall. The blue sun, the twinkling stars, everything a great view needed to be truly memorable. I now understood why he had his back to the view. If he was to face it, he would be too distracted to work. Speaking of which, the Illusive pony's desk was now gone and he was casually sitting in his swivel chair with a cigarette in one hoof and glass of brandy in the chairs holder. "Mr Carnage, what do I owe the pleasure?"

"I would like a word with you." He pressed a button on his chair, and suddenly, a trap door opened and another chair popped up from it. Most would have been phased by the suddenness of the moment, but I was not. His free hoof pointed to the new chair so I cautiously sat on it.

"I notice that you're not at the interrogation. You were the one who picked the Changeling to be interrogated. I would have thought you'd want to be there."

"Normally, I would. However, I didn't feel I was needed there. Spitfire is a drill sergeant. She can break anypony in. Besides which, I have some questions I wish to be answered." He took a puff of his cigarette before answering. From the short time I'd talked to him before, I believe he uses the cigarette as a way of judging what a pony wants. The small break allows his mind to work and access the pony talking to him, perhaps trying to figure out their motives. Although a theory, what he said next helped support it.

"You wish to know more about myself and the organisation I represent, am I correct?" He got it in one try.

"Yes. How did you know?"

"I knew this question would come up sooner or later. The truth is there isn't much I can tell you about myself. All I can say is that I seek the protection and advancement of all pony kind. As for my organisation, we are called Cerberus."

"As in the three headed dog that guards Tartarus?"

"The very same. Cerberus is loyal, and it does it's best to protect and guard Tartarus. That is what we do for all of Equestria. Then again, not everypony approves of my methods, but I had no delusions that they would."

The name made some sense, and it was nice to have an actual title to give the group I was working for. Though, I couldn't really see a three headed dog coming up with innovative tech.

"How big is Cerberus? How long has your group been going for?" Again, he took a puff of his cigarette and stared intently at me.

"We were once called Fox Hound about fifty years ago. My father was a pony who called himself Major Zero, and nopony knew his real name, not even myself. He was a member of Celestia's royal guard, but left after some disagreements with her over technology. He wanted to set up a system called the 'Patriots'. This system was to block out all the nobles from any say in government, but give them and ordinary citizens the illusion that they still had power. In reality, only Celestia and her most trusted associates would have had any say at all. Obviously, Celestia didn't like the idea and rejected it. My father left the guard soon after."

"So how did it go from that to setting up this organisation?"

"He didn't start Fox Hound, that was his great grandfather. The truth is, the reason he left was because my grandfather had unexpectedly passed away."

So that would mean the Illusive Pony's great, great grandfather started Cerberus, but it used to be called Fox Hound. Unlike before, I was certain he was telling me the truth. He had no real reason to lie and this story didn't seem as farfetched as the others he had told me. There was still something bothering me though.

"Were Fox Hound's goals the same as Cerberus' today?"

"Similar, but not exact. They were more of a military group with a large army at their disposal."

"Sounds like Major Zero could have gone to war with Celestia."

Then I saw something I did not expect. His eyebrows arched and the edges of his mouth pointed downwards for only a moment before returning to a neutral expression. The Illusive Pony had just grimaced. Ever since meeting this Stallion, he had been incredibly difficult to read. Like my eyes, they were unnatural and almost off putting to some. His face had nearly always been emotionless. I had indirectly struck a nerve, and I imagined that was something very difficult to do. He took a swig from his brandy and stretched his neck until we both heard a pop.

"My father… had made such plans, but became distracted by an incident in Griffon country."

"That must have been a pretty big distraction."

"It was. Tell me, have you ever heard of the famous soldier, 'Big Boss?'"

Big Boss was a legend. Pupil of the legendary Boss, master of close quarter combat, espionage expert, he had seen it all when it came to war. I already knew where this was leading. When I had my shop, I spent much of my time looking through the history that had passed me by when I was asleep. Fifty years ago, a Griffon general attempted to start a war with Equestria by launching a mysterious bomb on the capital. The Boss betrayed Equestria and defected to his side. The Griffons were unaware of what the general was doing, and Equestria was at a loss at what to do without risking the possibility of the general firing the weapon.

Then Big Boss arrived. His real name was Snake, Naked Snake. The story goes he launched a one pony offensive against the general. He snuck in, destroyed the weapon, killed the general and fought even his mentor, Boss. He was forced to kill her too. He escaped and was declared a hero by both sides. Celestia herself gave him a new title, Big Boss. The cogs had turned in my head, and a new realisation came to me.

"He was working for your father, wasn't he?" He nodded.

"When we had discovered the threat, my father sent our best soldier, Snake, to eliminate it. He, and several other professionals, helped supervise the mission and guide Snake to victory. He soon moved on from Celestia's rejection and renamed the group Cerberus."

"What ever happened to Big Boss?"

"Out of respect, I'd rather not say. He is no longer with us, let's leave it at that. His son, Solid Snake, was meant to have joined you on your missions. However, a situation arose in Shadow Moses. A military base was located on the edge of Wolf country, and he was ordered there by his commander to investigate. He won't be available, I'm afraid."

Now that was interesting. How many ponies were meant to be here? The more we talked, the more I lost focus on the reasons I was here in the first place. It wasn't really annoying, but everything he told me made me believe it was true. Perhaps it was the way he conveyed it, as there wasn't a shred of doubt on his face or voice.

"So who else was meant to be here but didn't make it?" As soon as the question was asked, the brown maned mare from the other day entered the room and placed a file on my lap. Without batting an eyelash, she trotted out of the room again. Who the hell was this mare? She seemed to be a personal assistant to the Illusive Pony.

"My apologies. Like yourself, she has been genetically modified. For different reasons, though. Anyway, you should find what you're looking for in there."

There was a lot to take in at once. Looking through a list of individuals where I only got bits and pieces of information from was slightly daunting, but one thing was clear: The stallion had done his homework again. There were at least fifty names in the folder. There was a mare called '_Noto Shirogane_' from Neighpan. She was a detective who had an ability called, 'Persona,' but the description of it made little sense to me. The reason for her rejection was also listed, her gender confusion was seen as problematic and unstable so she was left out. I spotted the name '_Solid Snake_' and judging by his record, it appeared he was the one who killed Big Boss. The reasons though, were classified.

Something kept popping up, though. In all the files, they mentioned 'League Candidates.' Was that what we were? I got distracted by one file that talked about what I can only describe as a type of monster. Little was on it, but they seemed to be from Tartarus itself.

"What is this '_Darkspawn_' this page talks about? What are they?" That was the first time I ever saw a hint of nervousness crawl over the Illusive Pony's face.

"Let's just say, the less said about them, the better. Although, that does remind me that I will have to check in on the Grey Wardens again. I believe we're drawing close to the next attack." I wasn't sure what he was talking about, but quite frankly I didn't care. "That file isn't actually meant to be there. Would you kindly pass me it back?"

"Huh? Oh... sure." I plucked the sheet of paper from the folder and handed it to the Illusive Pony. Illusive stared at the sheet for a brief moment before speaking again.

"Would you kindly. Powerful phrase, isn't it?"

"What?"

"Nothing, it isn't important."

I went back to looking through the files again. Daring Do, the mare I had encountered two years prior, was mentioned, but the reasons for her dismissal were left out. An older report mentioned a mare called Bell Swan. Apparently, she secretly organised a war between a clan of werewolves and vampires, which left many dead, including her two lovers, who were a werewolf and a vampire, respectively. She was deemed a sociopath by experts and locked away. Good, she sounded like a bitch. Nature Drake, Doctor Fate, the Gravity Queen, Ashe Williams, and even that rumoured vigilante in Manehattan, Batmare, were all listed in these documents. Funny thing though, they all said 'League Candidate.' What did that mean exactly?

"All these files have '_League Candidate_' written in them. Is that what we are?" As usual, he took a puff of his cigarette before answering.

"That's a codename created by my great, great grandfather Gulliver, the creator of Foxhound. After exploring the world and encountering things beyond our comprehension, he realised there were many things we did not know and did not understand, and these things could be potentially dangerous if not used the right way."

"And this also constituted for weird ponies as well, right?"

"Yes. Officially, you are known as the 'League of Extraordinary Ponies.'"

"I suppose the circus of freaks was already taken?" He ignored my dry remark and continued to explain.

"He brought together a group of individuals, including Manna Heart, Alan Quartermane, the original Invisible pony, Captain Nemo, and a rather large gentlepony by the name of Hide." So we weren't the first then, but evidence suggested this group was disbanded for one reason or another.

"So, how did they fare?"

"At first, well enough. They prevented threats from the likes of Fu Man Chu, but their conflicting personalities were their downfall during an alien threat. Nemo hated ponies, a lot. He was actually a griffon with a submarine, the first of its kind, but he was prejudiced against us. Miss Manna and Quatermane got on a little too well, if you catch my drift, but the real problem lay with the other two."

"The Invisible Pony was a stallion called Griffon, who was ironically a pony. To put it bluntly, he was a rapist and a coward. The aliens were a different group, but they arrived during the P-COM initiative. They used tripod like ship to roam the earth as our planets environment was toxic to them. After witnessing their weapons first hand, Griffon felt we were doomed, so in order to spare himself, he formed an allegiance with the invaders. Hide, on the other hoof, was unpredictable. He was violent, vile and very cruel. But he was also exceptionally powerful. When the league had learned of Griffon's betrayal and the attempted rape of a mare that Hide had cared for, well, as you might imagine, Mister Hide didn't take too kindly to it. I won't give you the details, but he killed Griffon, and soon after, Hide was killed by the aliens. Thankfully, the P-COM project pulled through and pushed back the invaders. The surviving members of the league went their separate ways after that, but to where, I don't know."

"So you're ancestor Gulliver declared it a failure and shut down the project. Why would you bring it back then?"

Instead of smoking, he put the cigarette out, turned his chair the other way, and faced the cosmic view behind him. He must have been reminiscing. At least that was my best guest. I couldn't see his face at all.

"I recently came in contact with an old friend," he began, "by the name of Fury. Like myself, he is the leader of a specialised group. Unlike me, he is backed by Celestia. He was telling me about a plan of his called 'the Avengers Initiative.' I assume you've heard the rumours of a sudden increase in vigilante activity?"

Heard? It was all over the papers. Ever since Stark escaped his Changeling prison it's been one rumour after another. A mare dressed like a bat stalking the streets of Manehatten. The old legend of Captain Equestria. A pony with the powers of a spider. A blue mare that can create objects from light. The list was growing more and more and I was wondering when it would inevitably blow up. Honestly, I wouldn't be surprised if it was all true.

"Anyway, as you might have guessed, it's all true. He believes that bringing together a group of individuals with different and unique abilities might just be able to coexist long enough to prevent a catastrophe. As he told me though, it's an old fashioned notion. He's putting it on the back burner for now. However, it inspired me to look into this again. I've spent many weeks assembling this group, and all we were missing was a leader. Until now."

It was the way he said it, and the way he motioned towards me, that made me realise what my role truly was. Yesterday, I had wondered why I was really here. Everything that I could provide was already covered for, but now I knew. He wanted me to lead the group. I berated myself for not seeing it sooner, as this was obviously what he had been leading to this entire time. I wanted to respond, but the right words wouldn't come out. Instead, the Illusive Pony kept talking.

"Silver informed me you performed exactly as we expected. When you reached the Changeling hideout, you gave orders for an effective strategy against them that quickly neutralised any threat with minimal damages and casualties. You're a natural leader, whether you like to admit it or not."

He had me there. To my own surprise, any attempt to argue the matter was quickly extinguished. Looking over the group, I suppose I was the best candidate to lead. Guardian and Ulysses were both loners. I imagine the Doctor only ever had a few ponies around him at a time, Vinyl was very inexperienced in combat, and Spitfire was an excellent leader, but she too lacked actual combat experience. Fade was too busy checking out plots while Shadow's guard detail usually involved her working alone.

Then there was Silver. Honestly, I didn't why she couldn't lead at first, but then it hit me. Despite how easily she could warm up to you, and despite how well she could read ponies, she herself was a loner. From what she had told me before, I realised that Assassins normally carried out missions alone. Despite all her positive qualities, even she wanted me to be the leader. I wasn't sure how I felt about that, but I knew fighting it would do me no good. I either accept it, or walk out. And I had seen too much at this point to just simply walk away.

"Fine, but if something goes wrong, I refuse to be held responsible for it," I growled at the end. He nodded, and despite his face showing no expression, I could sense satisfaction beaming off of him.

"Excellent. I would recommend you head over to the interrogation now and receive an update. I am confident in Spitfire's ability, but it couldn't hurt to check on what's happening." I made no argument as I headed for the door, but something gave me pause. Something I remembered that I wanted to ask.

"Hey, before I go… I need to ask you something." "_Oh bloody hell, how do I get around to even doing this._" He looked up at me. His expression was no different than the usual expressionless face he wore constantly, but I could detect a hint of curiosity in his eyes.

"Yes, what is it?" He asked in response. I let out a long sigh before getting straight to it.

"Look, you can get me things, no questions asked, right?"

"Yes."

"Alright, I want a steak. Or some chicken, or a fish, something with some meat on it. And nopony else on this team can know." He paused for only two seconds before I got his response.

"I should have known from your teeth. I assume you we're also trained to eat meat if you landed in enemy territory with no other option, am I correct?" I simply nodded and he seemed satisfied. "Very well, I shall acquire you some from a Griffon vendor in Canterlot."

"Thanks, I used to get some from a shop in Trottingham. I told the Griffon at the register my marefriend was a Griffon, as it was the only excuse I could think of to get any."

"There's no need to explain. I will have some food sent up to your room tonight. Now, I think its best you find out what's going on with your team, leader." I would have to get used to being called that, I suppose. I just didn't want the responsibility on my hooves. I thought I was passed all that, but in the end, life has come full circle, and I found myself in charge of a unit again.

I took his suggestion though, and headed for the interrogation. As soon as I got out of the door, I composed myself to move forward, but then I was stopped by a mare that was right beside me. Silver was standing right next to me, with a cheeky grin plastered on her face. She must have been listening in on our conversation.

"So, our leader eats meat," she stated to nopony in particular, "that's kind of kinky."

_"Kinky? What the hell did she get up to in her spare time_?" I brushed off the shock of her being there, and her attempt to flabbergast me, and got straight to the point.

"Was there a particular reason you were listening in on my conversation?" She shrugged her shoulders in response.

"Old habits die hard, I suppose. I've got to get info somehow, and this was easier than just asking."

"Well at least you're honest about being a sneaky bitch." She feigned mock hurt by clutching her hoof to her chest and prepared to swoon.

"Oh, you cruel Stallion, how could you say such hurtful things?" As she fell backwards, I knew she would stop herself if I didn't catch her. She was trained for that kind of thing. However, I acted on instinct and caught her before she hit the floor. She fluttered her eyelashes at me, and cooed in appreciation.

"My hero. Protecting me from the mean old ground. How can I ever repay you?" I let her drop. Her head smacked against the floor and she threw her hoofs up to clutch at the pain. She'd be fine. Why did I do that though? She knew I'd catch her, she knew I wouldn't let her drop. So I did something she wouldn't expect. My little way of fucking with her. I stood over her as she lay on the floor.

"You can start by giving me an update on the interrogation. You just came from there, right?" She snorted at me in annoyance but did as she was asked.

"Yeah, we haven't got very far though. Spitfire is doing it by the book, and honestly, she should have cracked by now. There can be only one reason why she hasn't spilled anything yet."

"What's that?" I asked with genuine interest.

"She feels like she has nothing to lose. You must have noticed it too, but, the Changeling that blew himself up was her father. Must have been quite a shock to her, the poor thing."

_"Damn, what could we do, then?"_

"We did get one thing from her though, her name is Mimic."

"Mimic?"

"Yep, but that's about it. But don't worry. I have an idea, leader."

"… What is it?"

* * *

**Guardian POV**

**5 minutes later…**

I missed my tree. A month ago, if you had told me that I would leave three fillies who were obsessed with finding their cutie marks to look after the thing I hold most dear to my heart, then I would have thought you were mad. I was tempted to ask a more responsible adult like Twilight, but her previous betrayal was fresh in my mind. Applejack was a better choice. Especially when I had to engage her in something called a 'Pinkie Promise.' Apparently, breaking one was not good for your health or sanity. I made her swear not to touch the tree, and make sure nopony disturbed it. I also made a clear pathway from their farm to the tree so they would not get lost. On top of that, Zecora, another resident of the forest, offered her services as well. I suppose I could have received worse help.

Life has a way of taking you down paths you would have never suspected you'd end up at. A being as old as I should have known that, but I ignorantly believed I would safely guard my tree till the end of my days. My tree was called 'Abor Lunae.' But to the tongue of ponies, it is called 'the tree of life.' Now I find myself as glorified muscle in order to protect it. I stood imposingly beside a table in a soundproof room. Before me was a changeling who identified herself as Mimic. She was being drilled by a pony I now identified as 'partner.' Her name was Spitfire.

"Rookie, let me tell you straight up, that silence technique you're pulling right now isn't going to do you any favours. I'm sure my friend here would agree."

She motioned a hoof towards me, and in response, the changeling gulped. Despite her obvious fear of me, she did not utter a single word. Obviously the fear tactic wasn't going to work, but Spitfire had insisted that torture wouldn't be necessary. I wasn't sure how I felt about being nothing more than a thing in a room, but I had no desire to argue. The sooner this was all finished, the better. I could tell that Spitfire was coming up short. Credit where credit is due, I imagine ponies would have said something by now. The only reason we got a name was because she pushed for one so much, but now she was out of options.

And I was out patience.

Her disapproval of more extreme tactics no longer concerned me. If fear was not good enough, then pain would have to suffice. Mere seconds before I prepared to strike, the door opened to reveal our new leader. Before we started the interrogation, Silver informed us that Carnage was now officially leading us, much to Spitfire's apparent annoyance. I was indifferent about the decision. He at least seemed competent enough, and I was not interested in leading us, so I merely responded with a grunt. For some reason, Silver had laughed at this and said 'I thought you would say something like that.' The mare was beginning to annoy me. In any case, the arrival of Carnage was unexpected and halted my assault for the moment. He walked in with confidence and purpose as he approached the Wonderbolt.

"Spitfire, you're relieved," he informed her, "I'm taking over from you." I could see Silver swiftly enter and lead a stunned Spitfire away from the interrogation. As a captain, I imagine it was unusual for her to be told that she was 'relieved' of anything. As the door shut, I could barely make out an angry mutter from her. Carnage regarded me with a nod and sat down where Spitfire had previously been sitting.

"Well then, I assume you remember me." She didn't have to reply, the glare she was giving him was more than enough to qualify as a confirmation. "Well, let me be frank with you. Right now you feel like you have nothing to lose since your father's dead. Am I right?"

"You're wrong."

A statement. He had drawn an actual statement from her. I was not aware she had lost kin in the attack, and his theory was sound, yet she had denied it. It did not come off as a desperate lie; rather she was stating a fact.

"What do you mean?" He asked.

"You are right that I have nothing to lose, but not because I lost my father. He may have been my dad, but he was an arrogant fool. He was one of the things stopping me from reaching my goal."

"And what is your goal?"

"Why should I tell you?"

"Why shouldn't you tell me? You have nothing to lose, after all."

Her left eye began to twitch slightly. Generally a sign of madness, but this appeared to be out of frustration. He had an excellent point though, and I think she knew it too. What would she care at this point since she had apparently lost everything? The logic was sound enough, and judging by her response, his argument had worked.

"I-I was trying to leave Chrysalis' group. When we had joined her hive, we were promised that we wouldn't have to hide anymore. I thought we were going to reveal ourselves to the other races, but she attacked the capital of Equestria! It was too late when I realised that I had joined an extremist group, but dad had gotten sucked into it all. Damn her, she's not even a queen. She's so egotistical that she even declared… herself…"

She caught her tongue in her mouth when she saw Carnage's scowl. I was under the impression that the one leading the invasion of Canterlot was indeed a queen, but according to this changeling, that wasn't the case.

"What do you mean she isn't a queen?" He muttered darkly, but loud enough so she could hear it. This time the fear tactic worked perfectly.

"L-let me explain. We have ten rulers comprised of five kings and five queens. They all rule over different parts of the planet and have their own hive. There is one in the border of Equestria, but it doesn't belong to Chrysalis. It's my old ruler's, Daedalus. Chrysalis was upset when she failed the royalty test."

"Royalty test?"

"Yes. It's a test all Changelings go through to see if they are worthy of building their own hive or ruling over the one they already live in. Chrysalis was the daughter of Queen Chryseis, the ruler of the wastelands. Despite being a princess, she failed the test and became bitter. When you pass the test you become… different."

"Different?"

"You change. Instead of four legs you get two and these weird long things at the end of your hoofs. You become bipedal and extremely powerful. Also, like an alicorn, you become immortal. Daedalus is as old as the princesses."

This was a testament of how little anypony knew about these changelings. I have only ever encountered a few before in the Everfree. I'd never even suspected that there was a hive there. The forest was a mysterious place to be sure. If I couldn't sense my tree, I am certain I would have lost it by now. With what we had been told, would this mean we are merely dealing with a bitter princess? Then again, these Templars were involved somehow, but their final goal was still a mystery to us.

I was amused with the scene before me. With such little effort, he had broken her and all her secrets were pouring out. Spitfire was likely sweating bullets behind the one way mirror. Then it occurred to me. This was Silver's doing. Her obvious talent of reading ponies was evident even to me. She saw right through this changeling and had our new leader pick her apart. Clever.

"So that's what you wanted then. To wash your hooves of the dirt you found yourself in, and start again." She nodded weakly as tears began to form in her eyes. She shook her head to clear her mind.

"I know what happens next. I'm gonna get locked up, or killed or…"

"… Not necessarily." My head snapped towards our 'leader' as he sat before her, expressionless. Perhaps he was mimicking the Illusive Pony, but what did he mean by 'not necessarily?' "I suppose it depends on what you tell me. What were you up to?" She wiped any stray tears and did her best to compose herself.

"Well... We were just meant to transport the shipments out of Canterlot. I don't know where the new hive is. I was meant to be told when the shipments were prepared by the delivery lings." Then she was useless to us. If she could not… "but, I remember our next assignment. We were meant to track down this changeling defector who was hiding in Ponyville."

Well that was something.

"What do you mean? Defector of whom?" Pressed Carnage.

"We believed a Changeling broke off from the hive and went on his own. He became quite delusional and sought out a place to hide. We tracked him to Ponyville where the elements resided. Chrysalis believed he was hiding in the one place we wouldn't dare go."

"Well then, Mimic, could you help us find this Changeling?"

"Um… yeah."

"Then you may have earned your freedom." She cocked her head to the side in confusion. "This Changeling came from your hive, right? The new one you weren't aware of the location of." She nodded weakly. "If you help us find him, you will be set free."

For a moment, I thought she would explode in her seat, but she was able to contain herself by fiddling with her hooves. Sadly, we may require her, and Ponyville was close to my home. I would have to keep an eye on her. Perhaps this Carnage was more competent than I thought.

"Okay. I'll do it."

"Excellent, but before we do anything else, what was your group transporting? We now that it's some kind of metal, but we haven't looked at it yet."

"You don't know? It's the leftover pieces of those Cybermen from their invasion."

After hearing that, all I could think about was how the Doctor would react to this news.


	8. Chapter 6 - Origins

_"At the beginning and at the end of love, the two lovers are embarrassed to find themselves alone."_

- Jean de la Bruyere

Chapter 6: Origins

**Nightmare Moon POV  
****Roughly 1000 years ago…**

"WHERE IS HE!?"

Nothing would stop me from finding him. No guard; no assassin; no mortal on this earth would be able to prevent me from saving my colt.

"DID YOU NOT HEAR ME!? WHERE IN TARTARUS IS HE!?"

"I-I-I'm so-sorry you're majesty. We do-"

"THEN GET OUT OF HERE AND LOOK FOR HIM OR I SWEAR I'LL TAKE YOU ALL TO THE MOON AND WATCH YOUR HEADS EXPLODE!"

Nothing else needed to be said as they took off in different directions to search. My servants would pay dearly if he was harmed. Moments ago, I had received word that an intruder had entered the castle grounds, and he was believed to be an assassin. On top of this, my son had disappeared at the worst possible time. Everything had gone wrong in a matter of moments. This should have never happened…

**"GGGGGGAAAAAAAAHHHHHHHH!"**

A blood curdling cry from the distance caught my attention, and my head snapped towards the sound. It came from the furthest door down the corridor. My bedroom. Even though it sounded like a fully grown male and not my five year old colt, I instinctively feared the worst and charged like a bull towards the door. Everything seemed like a blur as I focused squarely on the wooden entrance and smashed my way through to stare at the sight before me.

My bedroom was generally the same as it always was. The black ceiling, the blue furniture and curtains, but the dead body gushing blood that my colt was sitting upon wasn't. Something was very wrong. Not the body, but Carnage himself. There was a crazed look in his eyes as his irises seemed to be even larger than normal. Pouring from his teeth was blood. The same blood as the dead stallion. And then I saw it. The blades, the same blades that we had implanted in him years ago, had been unsheathed for the first time. They were dripping with crimson blood as well.

His eyes locked onto me when I charged into the room, and he started to growl and snarl like a crazed animal. His back arched and he put himself into a defensive posture. I couldn't fathom what I was seeing at first, but clearly the process performed before his birth was taking hold and something had been unleashed for all to see.

"My Little Moon, it's me, Mother." I said carefully.

Whether he understood me or not didn't matter. His mind had been set to attack. With one mighty roar he leapt at me with his blood stained blades and…

* * *

**Mr. Carnage POV  
****Present Day…**

"NOOOOOOO!"

_What? Where am I?_

"Mother!? Are you there?"

When I had awakened inside the train carriage in an adult body, I realised that it had all been a dream. Dreams have an amazing way of sucking you in until you believe its reality. I berated myself on having nightmares. Nightmares attracted mother, and if she was to walk into one of mine to assist and discover me, there would be no chance of escaping her.

For a moment I sat there, with only my thoughts to keep me company. I decided not to go back to sleep just yet so I could prolong another nightmare. Quite frankly, I hadn't thought back to my first kill in so long now that I was amazed it would suddenly pop up. But then, I realised I had no idea why I was on this train. For a moment, I pondered if I was still inside the dreamscape, but everything felt too real for that. My mind had simply not caught up to current events.

_Did I forget? This isn't like me at all._ My eyes drifted to the window in my small carriage where the night sky was twinkling as bright as ever, and a familiar black cover had coated the sky. I was the only one in here, which I was certain of. From recollection, the mares had decided to bunk together, including Mimic, but the rest of us opted for our own rooms on the train since we had the whole thing to ourselves. The conductor had barely said anything as we entered, and before I knew it, we were off. I decided to try and think back to this morning.

_"Aw c'mon! Why can't we use one of those cool airships the Illusive Pony's got? Or what about the Doctor's TARDIS?" Asked a visibly irritated Vinyl Scratch._

_"We can't use the TARDIS because the ponies of Ponyville know me too well in my previous form. They might recognise my machine and become suspicious," explained the Doctor, who could barely contain his excitement. A yellow coated mare who had given herself the name, 'Sun Drop,' also made a good point._

_"Um, Miss Scratch. I advised against it since we had to find this Changeling before he was on to us, and if we arrived in a giant blimp, then he would've smelled something was off. Plus, we already stick out enough."_

_If you had found yourself at the Canterlot train station at 1 A.M in the morning, you would have been greeted by a very unusual sight. A smallish train had arrived to pick up a gallery of unusual beings. One was a smartly dressed Pegasus with razor sharp teeth and cat like eyes. There were other pegasi in this group. A hooded one, a Luna guard, and a world renowned celebrity. You would have also seen a floating hat and coat, a giant spider creature, an award winning DJ, an earth pony playing with a glowing stick and a bright yellow Pegasus who could not look more paranoid if she tried._

_Despite the fact Mimic looked like a pony, she really needed to calm herself when walking around in her disguise. She clearly felt anxious with so many distrusting eyes on her, so that clearly didn't help. The group had mixed reactions to bringing her with us, but they all agreed she would be necessary. The deal was simple. If we located him and we got our location, she was free to go, no questions asked. The Illusive Pony made no objection to the arrangement, and he assured me that the rest of the changelings had been quietly turned over to the guard. Their fates were out of our hooves._

_"Well, this is a cheery atmosphere, ain't it?" Asked Fade in a sarcastic tone._

_"What do you expect after being woken up at this time of night?" Responded Shadow, who looked considerably annoyed. From what I had heard, her trip the other day hadn't gone as she had hoped._

_Illusive had set up the first train possible to Ponyville. It was a private train for us to use with no questions asked. The problem was that it required us to get up extremely early in order to catch as this was the dead hour in Canterlot where practically nopony was about. However, not everypony seemed annoyed, as the Doctor took in a large inhale and looked wide awake. He breathed out the sucked up air with a grin._

_"You've got to love that morning air!" Spitfire nodded in agreement._

_"You see, the Doctor here has got the right attitude" said Spitfire, "and Vinyl, I thought you were a nighttime mare?" Vinyl rubbed at her eyes sleepily._

_"Hey, I got woken up from my Z's. Of course I'm gonna be tired. I'm not like Silver who's… probably…"_

_When we turned to the mentioned mare, we couldn't see her face because her head was pointed downwards and her hood was covering her head. The thin fog that had set in didn't help either. But we could hear the faint sound of snoring from the snow white Pegasus. It appeared the trained assassin had a bit of a sleepy side to her. Guardian, who had been standing stoically to the side, nudged Silver with a leg which caused the mare to jump up in shock. She brought forth a blade from the device in her sleeve and looked ready to use it, only to find there was no target. A red rouge spread across her cheeks when she realised she had been asleep._

_"Sorry about that," she said sincerely. "It's been a while since I was up this late." I couldn't help but sigh when I realised how useless we all were in our present state. At least most of us. The Doctor looked as if he was on cloud nine after his visit yesterday, and Spitfire seemed surprisingly used to being up at this hour. Fade was so tired he hadn't even bothered with bandages._

_"Not sure if I'm gonna find a bloody changeling in that village we're heading off to. My intuition normally works for items and ponies, not changelings. Plus, they'll probably have some sort of bullshit to keep us off track. I'm telling ya, my intuition ain't gonna be worth anything this time."_

_"Actually, you may not be far off," muttered 'Sun Drop.' We turned to her in confusion._

_"What do you mean?" Growled Guardian. 'Sun Drop' seemed to shrink as soon as all eyes fell upon her._

_"W-well you know I told you a changeling can detect another changeling even if they're disguised?"_

_"Yes," we all said in unison._

_"Well, that's doable because of the hive mind. However, if we're too far away from the hive, or we've been disconnected, like myself, we can still pick up their scent. But there is a little trick they can use. If they're in a place long enough, they can spread their scent all over the area, thus disrupting a specific one. It would turn into a wild goose chase of guess who's the changeling in the crowd. When we get there, I guarantee you the changeling has already done that, considering how long they've been there in Ponyville."_

_"And why did you not think to mention this before?" Pressed the Arachnapony, as he seemingly towered over the disguised changeling._

_"… I didn't think you'd let me come if I did."_

_A series of groans and facehooves filled the air. This mission had just gotten a little more difficult. She assured us though that it would still be possible to track him, and it was too late to send her back now, so I had to hope she would be of use. Moments later, Ulysses exited the train and approached me with news. The early morning didn't seem to affect him at all._

_"We are ready to depart when you say so." I nodded and gathered everypony together before we headed out._

_"Okay, this is what's going on. We know that the Changelings, or at least Chrysalis, has formed some sort of allegiance with the Templars. Although, it appears most of her followers seem to be unaware of this. All we know about their plan is that it has something to do with the leftover Cyberman technology from their attempted takeover. When we reach Ponyville, our mission will be to locate the rogue changeling and get him to tell is where Chrysalis' hive is located. Before we left, Illusive informed me that a pupil of the great Sherclop Pones was staying in the town, so he may well be able to help us locate our target. From there, we will decide our next course of action. If there's no questions, then let's roll out."_

The reminiscing had done me good, and I felt like the world was right again. The train carriage I was in could fit two ponies, but I had picked it out for myself. I fell asleep early, and by looking at the clock, I saw it was 3 AM. We were on a slow train so we wouldn't reach Ponyville until around seven, so I still had some time left. Judging by the sounds coming from outside the carriage, some of my associates were still awake.

"I see you're awake." My head shot upwards, and on the roof of the carriage was Guardian hanging upside down. I looked up in confusion as to why he was in here, but I realised my scream from earlier might have caught his attention.

"And I see you're in my room," I countered.

"My apologies, I came in here to find out why you yelled, but now I must ask a favour of you." He gently walked along the wall and to the floor so we were eye level. It was rather surreal to see him do that, but other thoughts occupied my mind.

_'A favour? What would he need from me?'_ Before I could ask, he beat me to the punch and explained.

"When we arrive, I wish to take a moment and visit my tree. I want to know if it has been kept safe since my departure."

I just sat there for a moment, processing his request. It didn't seem unreasonable, but I did want to get started straight away. What was odd though, was that Guardian has never asked for anything before. If he wanted something, he got it. Then there was also the matter of what this tree was. Why was it so important? Did he live there, by any chance? Sitting there staring at him wasn't going to get me any answers so I felt compelled to ask him for more details.

"What is this tree? Why is it so important?"

He didn't answers straight away, instead he seemed to deliberate over telling me. But in the end, he came to the conclusion that he should tell.

"In your tongue, it is called the tree of life. I will keep what the tree does to myself. But I will tell you that the tree is dangerous and very important to my people. I have not seen another member of my kind for a very long time."

"So you lived in the Everfree before this. What do you know of Ponyville?"

"I know for a fact that despite being a small town, we will not be the oddest thing they'll ever see. They have been through worse. Especially considering some of the residents."

"The Elements of Harmony?"

"Precisely. We should still tread carefully though, as they have a tendency to run and hide at the first sign of trouble. They once panicked when a stampede of bunnies went through the town."

Well that's just silly. I had more questions to ask, but I decided to tread lightly. I didn't want to risk upsetting him so I dropped any questions about his race's history for now. If I connect the questions to Ponyville, I should get away with it.

"Does the town know of your existence?"

"No. At least, not all of them. Three fillies and a young colt were the first to encounter me. One of the fillies, Applebloom, was being chased by Timeberwolves and I intervened. She and her friends then came in to the forest to look for me. The rest of Applebloom's family, the Apple's, are also aware of who I am, and I occasionally visit them. Another denizen of the forest called Zecora and another called Twilight know of me as well. I believe that is it."

"Twilight? As in the Element of Magic?"

"The very same."

She might be useful. Despite Twilight Sparkle being the pupil of Celestia, I had no ill will towards her. From what I had read she seemed rather competent and intelligent, if not close-minded. She could be an excellent source of information. The only risk was that if we told her why we were here, she might freak and contact Celestia herself. That would be a disaster. And where Celestia goes, mother is bound to be close behind.

Apart from certain points where the Illusive Pony would give us direct orders, this was now my ship to helm. My desire to avoid responsibility had been given a big 'fuck you' by the universe and I now found myself with more responsibility than before. If I messed up, then many would likely suffer from whatever Chrysalis had been planning. But what if this was the Templar's plan? Or maybe a third pony entirely? We still had little answers and this annoyed me greatly. Since I had Guardian with me, I could at least get an answer to one question that had been bugging me.

"So, what did the Illusive Pony say to you in order to get you to join him?" There was no hesitation in his voice as he answered straight away.

"Simply put, I believe he offered us both the same thing. Permanent solitude from those we hope will never find us. For you, it is you're mother and the rest of the monarchy. For me, it is those who are naturally afraid of what they don't understand and wish to destroy it. He will carefully wipe all mention of my race from the history books, so I will remain a myth until time itself forgets me."

"That's a very tall order, even for somepony with his resources."

"Even if it's unlikely, I judged that it was worth the risk. I will now rest before we arrive. Thank you for letting me see my tree."

Without another word, Guardian headed out of the room and presumably to his own bed. I stared dumbly at the door and I came to the conclusion that there was no way I was going to get any sleep tonight at this rate. I decided I should stretch my legs a bit and see if I came into contact with anypony else.

When I exited my bedroom, I was greeted by blue velvet on the walls and floor, which had been loving laced with the stuff. The train that was pulling us, called Thomas for some odd reason, was actually a slow train as it was recommended we arrive in the morning to appear less conspicuous. I suppose the idea was that we would look like tourists or something along those lines. The rest of the train was essentially black. It seemed very stylised and built purely for the passengers comfort.

I walked down the narrow pathway and heard bits and pieces of convo. In the very distance, I could spy Ulysses who was blankly staring out the window. He turned to me and nodded. His presence suggested he wished to be alone so I didn't ask why he was still up. The loudest conversation was the mares, who were all situated in the largest room. I couldn't help but eavesdrop slightly. I couldn't make out anything of note, apart from them trying to find out more about Mimic.

Thinking about Mimic made me consider what I had told Vinyl a couple of days ago. There is no black and white, only many shades of grey. Mimic was not a bad pony. Well, she wasn't a bad changeling, anyway. She wanted something that any reasonable creature would want, which was freedom. Life had dealt her a bad hand though, and now she found herself stuck with us. I wouldn't want to be stuck with me. I've killed ponies. She seemed innocent; actually, somewhat sweet from the small conversation we had after the interrogation. Although I don't think many of the team trusted her, and for good reason, as well. What she had told me fascinated me though. Not only was Chrysalis never a queen, but there was more than one hive. There were in fact ten. How could these creatures last so long with just love? And how have they been hidden for over a thousand years at least?

"Somepony's a hypocrite."

I wish I could tell you that voices behind me didn't spook me. But a blade unsheathed from my right forearm and shoved against someponies throat, didn't look very good as a defence. It was Silver. She hadn't batted an eyelash at the blade and simply smiled at me. I detracted the blade and muttered an apology, but I refused to meet her eyes. Then I realised what she said.

"Hold on. Did you call me a hypocrite?"

"Yep."

The response was so mind boggling simple that I pressed for a clarification.

"And how was I being a hypocrite?"

"You complained at me when I was listening in on your talk with the Illusive pony. You were just listening on them talk to Mimic. Thus that makes you a hypocrite."

"… Oh."

"Yeah, oh. So what's up? You look like a lost puppy."

I let a sigh of defeat as I rubbed my tired eyes. I should sleep, but at the same time, I knew I wouldn't get too much of it. At the very least I could talk to somepony who was trained in sorting out a pony's mental state. Plus, her Poma accent was pleasant on the ears.

"I had a nightmare. One that I haven't had for a long time." She seemingly became a different mare. Her posture went from relaxed to serious, her smile faded to a straight mouth, and she stared straight at me.

"Alright, tell me about the nightmare in question."

"It's simple really. Mother runs in to find me on top of an assassin's corpse. I'm covered in his blood and when I spot her, I attack. That's always where it cuts off. You see, this isn't just a nightmare, this was my first kill."

"First kill you say? Were you by any chance, in the same state when you attacked Spitfire?"

"Yeah, but why would that memory come back?" A smirk found its way to her white lips and I knew she had already figured it out.

"Simply put, you're stressed. The sudden weight of being a leader and the constant fear of being discovered by your mother has left you feeling more stressed than usual. Subconsciously, your brain is clinging on to something, some memory of your youth. Sadly, it's picked that particular memory as it's connected your mother. You need to relax."

Her white hoof found its way onto my shoulder and began to rub it slightly. She sauntered around me until her two forehooves were on both my shoulders. The impromptu massage was unexpected, but I didn't complain. Silver was somepony else I had trouble reading. Her motivations were clear when it came to the mission, but something else just felt off. I figured out pretty quickly that she was meant to be near me in order to keep me in check. But then again, there felt like there was something else, some other motivation for being close to me. I wasn't sure how that made me feel, but, I didn't think it was a bad feeling.

"You really are tense. A massage might do you wonders."

From the way she said it, I had the sneaking suspicion that a massage wasn't the only thing she had planned. I allowed my eyes to look over her quickly, and my brain liked what it saw. She was in excellent shape, she had unusually hypnotic white irises, and her flank appeared to be quite firm as well. On top of all of that, it suddenly hit me. She was exceptionally beautiful. To put in bluntly, she put some models to shame with her blessed looks. I felt my cheeks go slightly red as I turned away before she saw anything. How could I have only now realised this?

"So what do you say? I think I might know somepony up for the job of helping you relieve some tension in your big, strong shoulders."

The answer was more than obvious.

* * *

**Spitfire POV  
****25 Minutes Later…**

"I should have never told Silver that I do this," I muttered under my breath. I couldn't believe it. I was giving Carnage of all ponies a back rub. I could still hear Vinyl teasing me in my ear.

_"Oooohh Spitfire. You're moving in on Silver's coltfriend."_ She got a pillow in the face, courtesy of Silver herself. By Celestia's flank, I couldn't believe I had been roped into this. All I said was that, when I was on the Wonderbolts, I would sometimes give my teammates a massage if they were a little stressed. I had become quite good at it over the years, but I stopped after one recruit got a bit touchy feely and I kicked his flank straight out of the academy. Of course, Silver would remember that I told her that, and asked me to give Carnage a massage.

Mimic was still very quiet around us and after a short round of questioning, she silently fell asleep. My suspicion towards her had mostly turned into pity after hearing her story, but I still stayed on guard around her. If there was one thing I would associate with a changeling, it was deceit. You could say it was literally in their DNA.

Before I could reject the offer to give 'the prince' a back rub, Shadow gave me a lecture about making sure I treat royalty right. Apparently, it was my duty to the crown to make sure 'the prince' was in absolute comfort throughout his mission. Especially since he was leading us now. This meant give Carnage a massage, or Shadow was going to stick her spear right up my keister. She was hot, but I'm pretty sure that would kill me.

The massage itself was definitely the most awkward one I've ever given. Every so often I would hear a tiny growl which either meant I was doing something good, or something really bad. I certainly didn't want to find out so I just let instinct guide me. The funny thing was that he seemed disappointed. When I walked in he didn't look shocked, just disappointed. Like he was expecting somepony else. What I began to realise, though, was why he needed this massage. He was incredibly tense around the wing area.

Clearly he didn't fly very often, but the tension seemed to be brought on by sudden stress. Maybe being made leader was more stressful than he let on? Actually, Silver's a psychologist, and she was the one who led me to Carnage. Maybe there was something going on here?

"I'm sorry." My thoughts were interrupted by Carnage's voice. That was the first thing he had said to me during this entire massage, but why was he apologising?"

"Um, what are you sorry for?" He let out another small growl as I continued to massage the wing area. I guess the growling was a good sign.

"When I first attacked you. I've only now realised that I never said sorry for that."

"Oh, well I suppose you did tell me to stop." That sort of just came out, but it didn't make it any less true. When I first spotted him, I flung fire at him as a warning, but when I saw him freak out, I thought I discovered his weakness. Turns out he'll just hulk up and destroy everything in his path. "Y'know what, apology accepted."

He grunted in confirmation, and I naively thought the conversation would end there, but I think he wanted to get to know me a little better. He was a leader after all, and it can be tough to lead when you don't know the ponies you're leading.

"I've noticed how your voice changes."

"Pardon?" I was a bit confused about this sudden statement.

"When you talk normally, like you're doing now, your voice is actually quite soothing. Some could argue it's angelic." I wasn't sure why, but a tiny hint of blush hit my cheeks when he said that. "But, when we're on a mission, or you're doing your military thing, your voice becomes more gruff and raspy." I continued to rub his sore spot, and this time he let out a moan of pleasure.

"Oh yeah, that's just something I do. When we're training new recruits, I have to establish who is in charge, but also to work together. That's how the Wonderbolts work."

"That's how an army should work," he said.

"True, we are a military group that's co-owned by Princess Celestia…" He let out a low growl before I had a chance to continue. "… We're also financed by Mayne enterprise. They brought us from Spark industries after Mr. Spark decided he wanted to invest in 'actual' military. Not former military. We we're just a bunch of fancy showponies to him. The way he goes about things with his arrogance, I wouldn't be surprised if he gets killed or kidnapped one of these days."

"He did, remember? It was a random group of changelings. It was all over the papers."

"Oh yeah, you're right. He's been quiet ever since escaping though."

"Have you seen many battles?"

"No. I joined at a very young age. Youngest Wonderbolt ever. I helped take down a greed filled dragon once."

That was an especially weird day. It was my first and only time going to Ponyville and I quickly found our number one fan right in my face. I liked Dash, I really did, but sometimes she needs to learn to restrain herself at times. Sadly we moved out quickly afterwards, so I didn't get any time to look around the small town. Although I did find out where Dash lived. She could actually be of some help, especially considering how fast she is.

"You know about my background, right?" Again, my thoughts came to a halt.

"Yeah, pretty much."

"Well I appear to be at a disadvantage then. Besides the fact you're a Wonderbolt, I know nothing about your background. Since we have nothing else to do, would you mind talking about it?"

It wasn't an unreasonable request. It was just… painful to talk about. Actually, I've barely ever talked about it, even with my teammates. Soarin and Silver Lining were the only two who knew anything in detail. It just never really came up, I suppose, and now a pony who was at best an acquaintance was asking me about my life. But I did wonder how we were going to get closer. This might be that olive branch between me and him. The whole team will benefit the more we trust each other, so strategically, this was the smartest move. I let out a sigh as I began to reminisce.

"Alright, but I'm only going to say this once. I'm assuming you want to know about the whole fire powers thing, right?" he grunted in confirmation. "When I was three, I injured my foreleg and was taken to the hospital. When I got home, I suddenly found I could bring fire from my hooves. I freaked out and set my house alight. Despite the blaze taking my entire house with me in it, I didn't take any damage. Guess what? I'm also fire retardant. My parents, not so much... I killed them in the blaze."

The silence that fell after that was unbearable. Honestly, what could he say after that? He could apologise, but what would he be apologising for? Maybe I shouldn't have been so blunt about it, but there's just no other way to put it so I didn't have to think about it too much. Only now did I realise the tension was starting to fleet from his muscles, which meant I could stop soon and leave. I barely knew my folks, so this might sound cold, but I was barely affected by their deaths, in an emotional sense I least.

"I see," he said all of a sudden, "you don't want to think about it so you got right to the point. You don't know how you got those powers, huh?"

"No, no I don't."

"Well shit. I don't really know what to say. I'm sorry I made you think about it." Surprisingly, a small smile made it to my lips.

"Nah, you're alright. The rest of my life wasn't that great after that. I went through orphanage to orphanage, nopony ever realised it was me who started the fire. Honestly, I wasn't choked up about my folks because I barely remembered them, but the guilt kept gnawing at me and it affected me through school. I flunked high school. Though, when I started that fire all those years ago, I got my cutie mark. What a way to get it, huh?"

"They say getting your cutie mark is a time for celebration, I got mine when I killed for the first time." Yikes, his is no better.

"I went through some rough stuff after that. When I was seventeen, I went to a cloud and just decided to let myself drop. I didn't give a crap about living. I had no friends, no future, nothing in the world. But then he arrived."

"Who?"

"Silver Lining. The wonderbolt's captain at the time. He spotted me and asked what I was doing. I panicked and led him around a chase across Cloudsdale. When he caught me, only then did I realise what I had done."

"What did you do?" He asked in a worried tone.

"Relax, it was good thing. For a full five minutes, I out manoeuvred and outflew one the best Wonderbolt's who ever lived. He knew that too. He offered me a place at the academy. At eighteen, I got into the Wonderbolt's and I finally found my calling."

"So a happy ending then?"

"Yeah, apart from…"

_'No! Don't think about that! We always breakdown when we do that, get her out of your head.'_

"… Y'know what, never mind. It isn't important. Simply put, the Wonderbolt's are my life now."

And with that, the massage was over. He let out a sigh of content as he began to get off the table. He shifted his weight so he was standing on his hindlegs.

"Well I have to admit," he started, "that really helped me out. I think Silver was stressed about me being right… I mean, Silver was right about me being stressed." I couldn't help but giggle a little.

"That's alright." I stuck my hoof out in front of him. "Hey, no hard feelings?" He eagerly bumped my hoof.

"No hard feelings," he confirmed.

From the corner of my eye, I swore I could see Silver smirking at us from a crack in the door.

* * *

**Fade POV  
****Meanwhile…**

_'Now let's see what we have here then.'_

I first looked right. Ulysses was staring out the window, so going that way was out. I then looked left, nopony in sight. Excellent, there might be some goodies in my near future. I crept past my door and my hooves made contact with the blue velvet floor. I never really did marvel at anything that didn't have any value, but I liked the design. But who the hell would buy a train from me? I wouldn't even know where to sell it.

As you might imagine, being invisible was a big advantage when it came to sneaking about, but I could easily fuck up a theft by making even a tiny noise. A creak of a floorboard, a knocked over bottle, or anything at all could alert somepony I didn't want alerted. Some ponies tend to shoot in the direction of the noise and ask questions later. To a degree, I wasn't at risk of that since they needed me. Even if they did catch me, I think it would take a lot to get me kicked out, especially at a time like this. Carefully, I made my way to the left of the train and I could hear the mares chatting amongst themselves in their room.

_'What I wouldn't give to be in there right now.'_ I checked to make sure I wasn't drooling this time at the thought. At times like these, my imagination had a tendency to go wild.

_'Hey Spitfire, would you like another helping of whip cream?'_

_'Oh dear, I seem to have locked my own hoofcuffs on me. I hope nopony takes advantage of me in this position.'_

_'Wubs ain't the only thing that gets me to my peek… NAKED PILLOW FIGHT!'_

Well, everypony is naked most of time, but that's still kind of hot. Heck, even that changeling's easy on the eye. Plus, she could be anypony she wants. The possibilities are endless!

_'Focus Fade, Carnage's room is in sight. Think of the treasure.'_

The hot mare on mare action would have to wait. Plus, if they saw a door open by itself, I'd be screwed. The point of this was to see what Carnage had on him. I mean come on, he's like a thousand years old. He must have some good shit lying about, and expensive too. I knew I should have done this back at the mansion, but I had to store up on bandages so I had to sneak into the local hospital.

I made it to the door with no problem, and I already knew Carnage had left with Spitfire, lucky bastard. I gently rested an elbow on the door and carefully parted it so I could slip through. I looked back one last time to find only Ulysses, but either he hadn't realised or he didn't care. Now was my chance.

The room was the same as mine. Two beds, but only one was in use. I could see the night sky out the window as we were moving along the tracks. Again, I rarely marvelled at anything that wasn't of value, but I've always appreciated the night more than the day. My fears were quickly realised though when I noticed how little he had taken with him. His suit, hat and tie were hung up neatly, but there was nothing in the pockets. There was nothing but lint and dust under the beds and the baggage holding area wasn't in use at all. None of us had really brought anything, considering we would hopefully not be in the town very long. Silver had the main source of money from the Illusive Pony, so I had to hope Carnage had packed away some spare bits for himself.

"Well, that's very odd." My head snapped towards the stallion in the doorway. It was the Doctor, who for some reason was wearing 3D glasses.

_'Wait, he's looking right at me. Shit! He can see me!'_

"Hold on, don't tell me," he said as he waved his hoof. Still looking at me, he tapped his chin in thought, till he suddenly came to life. "OF COURSE!"

_'Stop shouting, you'll bring everypony and their mother here.'_

"The formula you must have taken is bending light around. Your skin and fur has become a mirror that bends the light in such a way so you appear invisible. That's genius. I knew these glasses would come in handy! Of course, if anypony used thermal goggles or anything that can see body heat then they would spot you clear as day…"

"Whats going on here?"

_'Well I'm doomed. Here comes Jaws.'_

The Doctor took his eyes off me for a moment and I looked for an escape route, but found none. I couldn't sneak past him either since he was right in the doorway. Jaws and Hot Cheeks (I wouldn't dare call Spitfire that to her face) marched straight up to the Doctor who had a goofy smile on his face.

"Oh, hello." Spitfire looked at him with suspicion, probably because of the stupid glasses. "Doctor? What's with all the shouting? And why are you in Carnage's room?"

"Oh, well I was pondering how Fade was invisible, so I figured he must be bending light around himself continuously. So I modified my glasses to track him and followed him to Carnage's bedroom. He's right over there."

He pointed a hoof right at me. Even though they couldn't see me, I knew that Carnage…

"You're right. I can smell him. What are you doing in my room? And with no clothes or bandages on, for that matter."

A great liar is somepony who always has an excuse ready on the spot. Somepony who can bluff their way out of anything. The sad reality is that I'm not a very good liar. In fact, I'm generally perceived as a pretty shitty one. But in that one moment I remembered something, he was our leader. Maybe if I played the whole 'I wanted to check on what's happening, boss' angle, I might just get away with this.

"Oh, me," I said as casually as possible. "I was looking for you. I wanted to check what you wanted me to do when we got there. Y'know, do you want me to sneak around the town and look out for anything Changeling… that's not Mimic."

He didn't argue with me, he just kind of blankly stared at me. Hot Cheeks was a different matter though.

"That's such a crappy lie, y'know that rookie? I swear if you were under me I would…"

"So how did you become invisible then?" We all noticed the Doc's sudden question. I was thanking Celestia for it because for the moment it had saved my flank. But I was confused as to why he wanted to know.

"Huh? Why do you wanna know?" I asked sincerely.

"Because I'm curious," the Doctor began as he started to walk around me, always keeping me in his sights. "You're obviously not intelligent enough to have created the formula…"

_'Cheers.'_

"… So how did you come across it? Who actually created it?" My eyes shifted to Carnage who seemed just as curious.

"I would like to know as well. Care to tell us, Fade." Spitfire said nothing, she just kept staring at where I was meant to be. I didn't really have anywhere else to go, and if I tell the story well enough, they might just forget I was here.

"Alright, well as you know, I'm a thief, and I use to steal specific items for clients. I've worked with the best of them, even a courier called Faith who could traverse rooftops like nopony's business. Anyway, one day I'm sitting at this random bar in Manehattan, when this random stallion with a beard and some specs comes right in and offers me a job."

"Stealing, I assume?" Asked Spitfire, but she already knew the answer. I could tell she just wanted me to say it.

"Yeah, stealing, we can't all make money from our looks, sweetheart." She stepped towards me with murderous intent in her eyes, but Carnage put a hoof in front of her.

"Anyway, this guy was called 'Water White' or something like that. He was a former chem teacher who was making and selling drugs, but was expanding his criminal empire." The Doctor seemed upset about this for some reason.

"Why would a teacher go from educating to making and selling drugs?"

"He got a load of medical bills for cancer treatment, plus his wife was pregnant with a second foal so he had to make the money somehow. He met this former student of his and they were pretty successful at it."

"So he wanted you to steal him supplies to continue making meth or whatever drugs he was making?" Asked Carnage.

"Not exactly. He wanted me to get supplies, but not for his drugs. Apparently he got a hold of this formula from the original Invisible pony named…"

"Griffon," Carnage finished. "The irony is he isn't a Griffon, but a pony. The Illusive Pony already told me about him. He was part of the original league."

_Original league? There were ponies doing this shit before us? Turns out the guy before me already did this song and dance. I wonder how it went for him._

"Anyway, White found it somewhere. He never told me the details, but at the time I thought it was just some random stuff. Specific flowers from Celestia's garden, a rare element that was ridiculously expensive, and other rare shit. During all this, his family found out and reported him to the police. He bled out in a shootout, and I went back to the lab to find out what he was making. Turned out he had finished it before he died."

"Why would you go back there?" Asked the Doctor.

"I didn't get paid, so I wanted to know if there was anything valuable there." I could see their looks straight away and I wasn't having it. "Hey, don't judge me. You think it's been easy for me? My entire life has been filled with bullshit. Folks died when I was two, orphanage abused me, picked on all the Celestia damned time. Don't any of you _dare_ judge me! I've done what I needed to survive, what can I do if my special talent is robbing ponies?"

They didn't have an answer for that. And if any of them were looking me in the eyes, they would have turned their heads. I wasn't going to let an awkward silence fill the room though. I still had to get out of here so I hurried up with my story.

"I found the potion and of course I thought being invisible would give me a massive edge in my business. Thing is, turning back from invisible to visible is bloody difficult. And now I stand for all to see. A perfect example of why you should never use an invisibility formula. And in case you were wondering, the Illusive Pony has promised me a cure once the mission is over."

I was actually quite pleased once I finished my explanation. There was no judgement in their eyes, but rather something I hadn't expected, sympathy. I wasn't a charity case and I certainly didn't act like one, but I wasn't complaining. Only then did I realise the Doctor had been scanning me with that weird light of his. Probably worth a ton… why didn't I go after him? It was alien technology and… hold on. Alien technology.

"Hey Doc, you're related to that Cyberman stuff, aint ya?" he stopped scanning me almost instantly. He twiddled the object in his hoofs as he answered with a stoic expression.

"I suppose you could say that. I've encountered them a number of times in the past. And judging by the collection of cyber technology, I'm worried what they're using it for." I noticed Carnage raise an eyebrow at this. With all attention taken off me, I had half a mind to get the heck out of there. But my curiosity got the better of me in the end.

"Doctor, I already know of your connection to these Cyberponies and how you stopped them, but what do you think the Changelings and the Templars want with their technology?" The Doctor began to explain as he paced back and forth across the room.

"Well obviously the Cybermen are manipulating them, at least that was what I first thought. That can't be though, because the ones I defeated are definitely gone, plus both the Templars and the Changelings have existed for far too long to get so easily manipulated like this. No, this plan has been brewing ever since the Cyberman invasion, and I guarantee you that this is the Templars work."

"What makes you say that? Why not the Changelings?" Asked Spitfire.

"You remember those grunts? They barely knew who they were working for. No, Chrysalis is most likely a pawn, which means the Changelings following her are Templar pawns. What do you think, Carnage?"

"… I think… we should get some sleep. All of you, I want you to hit the hay before we arrive at Ponyville. Goodnight."

In that one moment, I swore I could hear the heavens above me cry Hallelujah! My beautiful flank had been saved tonight at the last second. After the Ponyville assignment, I made a mental note to check out this TARDIS I had heard so much about for any goodies on offer. The Doctor trotted out and wished us a good night. Spitfire followed and did the same and I was about to leave as well, until…

"Fade, if I ever catch you trying to steal mine, or anypony else's stuff again, I will kill you. Nothing fancy, just me killing you. Goodnight."

I suddenly didn't feel the whole 'they need me' thing was very secure anymore.

* * *

**?**

"High Templar, I have some regrettable news."

"…"

"It would appear our operations in Canterlot have been destroyed by Cerberus. They stopped our last shipment. Worse, it appears the Illusive Pony has brought back the league. And judging from the apparent damage, they are very powerful. Possibly more powerful that it's last incarnation."

"…"

"Sir?"

"It wouldn't normally matter, as we already have enough cyber technology to proceed forward. However, this league could be troublesome. Where are they headed?"

"Ponyville, sir. It appears they're looking for that rogue Changeling, just like us."

"I see. Very well, send some of our agents to intercept them. They will likely fall, but don't tell them that. I just need specifics on these ponies. Also, tell Chrysalis to commence with the destruction of Daedalus's hive. The other Changeling King's and Queen's may become a problem so we must demonstrate our power. She can have her fun."

"I will tell our mole in Cerberus to keep us updated. Goodbye sir!"

* * *

**Well now, it appears our villain has finally entered the game. And on top of that, we have a whole series of back stories added to the mixture. (Can anyone spot the breaking bad reference?)**


End file.
